AG 24-012 - MILLER NASK LLPRETURN TO: Rae Charlton EXT: 2561
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV::aw / Civil
2. ORIGINATING STAFF PERSON: Rae Chariton 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
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: Condemnation legal services
6. NAME OF CONTRACTOR: Miller Nask LLP
ADDRESS: 605 5th Avenue, suite 900, Seattle, WA 98104 TELEPHONE 206-624-8300
E-MAIL: Matthew.Hansen@millernash.com FAX: 206-340-9599
SIGNATURENAME: Matthew Hansen TITLE Partner
7. EXHIBITS AND ATTACHMENTS: A SCOPE, WORK OR SERVICES A COMPENSATION U 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: 12/31/2024 -
9. TOTAL COMPENSATION $ 50,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
REIMBURSABLE EXPENSE: ❑ YES ENO IF YES, MAXIMUM DOLLAR AMOUNT: $
IS SALES TAX OWED 10YES IDNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAMAGE AGREEMENT (SEE CONTRACT) OR ❑,RETAINAGE BOND PROVIDED
It PURCHASING: PLEASE CHARGE TO: 001-1100-051-515-31-410
10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
® DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
A LAW irc 12/20/2023jrc 12/22/2023
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
® SENT TO VENDOR/CONTRACTOR DATE SENT: 12/20/23 DATE REC'D:1/4/23
❑ 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
❑ LAW DEPARTMENT L
O SIGNATORY (MAYOR OR DIRECTOR)
❑ CITY CLERK D r
❑ ASSIGNED AG# AG# 24- 12
COMMENTS:
2/2017
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
^ CITY OF CITY HALL
- Federal ■ - r 33325 8t Avenue South
■V1lY■ay
Federal Way. WA 98003-6325
— - (253) 835-70M
mov ci"ffedern4vay. com
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 Miller Nash LLP, an Oregon limited liability partnership ("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:
MILLER NASH LLP
Matthew R. Hansen
605 5ch Avenue S, Suite 900
Seattle, WA 98104
(206) 624-8300 (telephone)
(206) 340-9599 (facsimile)
Matthew. Hansen &inillerna-.
The Parties agree as follows:
CITY OF FEDERAL WAY:
City Attorney
33325 8th Avenue South
Federal Way, WA 98003-6325
(253) 835-2561 (telephone)
R ae. C har l ton @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 December 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. 4/2023
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
CITY OF CITY HALL
33325
��. Fe d e ra ! Way Feder 81h Avenue South
� Federal Way, WA 98003-6325
(253) 835-7000
ww w cht lotlederahvay com
- — — 'by -this reference. The -Contractor agrees that any hourly or fiat rate c xrged—y it for it:� services evrniavted 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 AgreemPnt fnr anv
p---------- - >fit»re f_i_cr.al pa n., the City ;illnt— obvlai^at `+viake payments lf
r » Uc G.l».V:
ces
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. INDEMNIFICATION.
5.1 For Claims Other Than Professional Liability. For claims other than professional liability claims,
Contractor agrees to release, indemnify, defend, and hold theL 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 out
of the acts, errors or omissions, of Contractor, its subcontractors, agents and employees in performance of this
Agreement, except for that portion of the claims caused by the City's sole 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 For Professional Liability Claims. For professional liability claims, and to the extent not
inconsistent with Contractor's professional liability insurance coverage, Contractor shall release, indemnify,
defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys,
and volunteers harmless for claims, demands, damages, actions, losses, or expenses, but only to the extent
caused solely by reason of the professionally negligent acts or omissions of the Contractor in its performance of
this Agreement.
5.3 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
PROFESSIONAL SERVICES AGREEMENT - 2 - Rev. 4/2023
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
CITY OF CITY HALL
433325 Avenue SouthY Federall Way, WA 98003-6325FederaI �llla
(253) 835-7000
www cityoffederalway com
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.
5.4 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
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.
5.5 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 carry 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 Liability. 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
PROFESSIONAL SERVICES AGREEMENT - 3 - Rev. 4/2023
DocuSign Envelope ID: 211DAAFC-B67B-4DC4-AF32-CE8B31DC5D37
CITY OF CITY HALL
Federal Way Feder l Avenue South003
Federal Way, WA 98003-6325
-(253)835-7000
www clfyollederalway com
policies-alre-"claims male,"-Cm-t ar=T0 s-liall be ref fired f� maintain aiCcave�age foie miminum peTioa of wee -
(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. Subject to the provisions of the Washington Public Records Act, all information
regarding the City obtained by Contractor in performance of 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 Cervices .shall helnng to the City noon delivery. Ihe. Contractor
-- -- - - ---- r - - --- -a --- --�- ------ ------a ---� - non � ......_racto
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 .iecv -.7 yr iilvid'viltai berlefiL LU Lhe Cviltraa+Lvr, $Ball not Uc LLCCMCLL LV VV11yG1L L1113 Ag1ee111G11L Lo 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 ("Other Client"); however, to the extent that the services
Contractor is asked to perform for Other Clients would constitute a conflict of interest under the applicable rules
of professional conduct, Contractor will obtain written consent from the City and the Other Clients before
PROFESSIONAL SERVICES AGREEMENT - 4 - Rev. 4/2023
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
CITY OF CITY HALL
Fed a ra Y Y a 8th Avenue South
Feder
Federal Way, WA 98003-6325
(253) 835-7000
mvw cityoffederaiway coin
performing such services. 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. EQUAL 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,
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 Intet_p- retation 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.
PROFESSIONAL SERVICES AGREEMENT - 5 - Rev. 4/2023
DocuSign Envelope ID: 211DAAFC-B67B-4DC4-AF32-CE8B31DC51D37
CITY OF CITY HALL
�. 33325 8th Avenue South
Federal Way, WA 98003-6325
Fe d e ra I Way
(253) 835-7000
www cityoffederaiway com
1 TCorff --I-an- h Laws -'fie EaftWerdr shall camply with and perform the"SeeM&s m 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
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 1J tanCes 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 tv Vl":il a Jingle ii.0" ullleilt vvlupriSed of aii pages of Lh1S L-16JL 11 eilL aild a vlllple to Set of aii SigilaLUr V
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]
PROFESSIONAL SERVICES AGREEMENT - 6 - Rev. 4/2023
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
CITY OF CITY HALL
Feder l Avenue South
Federal Way, WA 98003-6325
Fede ra I Way
(253) 835-7000
wmv cityoffederalway. corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY:
Jim Ferrell, ayo
DATE: f
MILLER NASH LLP:
By� F- RW&SU&
Printed Name: Matthew R. Hansen
Title: Partner
DATE: 1/4/2024
STATE OF WASHINGTON )
) ss.
COUNTY OF Snohomish
ATTEST:
W I
fi&t& &-tw
Wphfinie Courtney, CMCLVity CIerk
APPROVED AS TO FORM:
J. Ryan Call, City Attorney
On this day personally appeared before me Matthew R. Hansen , to me known to be the
Partner of Miller Nash LLP that executed the within and 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 he or she was authorized to execute said instrument and that
the seal affixed, if any, is the corporate seal of said corporation.
GIVEN under my hand and official seal this 4th day of January
KRISTIN MARTINEZ CLARK
Notary Public
State of Washington
Commission # 69307
Commission Expires 5/25/2025
DocuSEpned by:
Notary's signature Kam. M" e"
Notary's printed nam hez Clark
2024.
Notary Public in and for the State of Washington.
My commission expires 05/25/25
PROFESSIONAL SERVICES AGREEMENT - 7 - Rev. 4/2023
DocuSlgn Envelope ID: 211 DAAFC-136713-41DC4-AF32-CE81331 DC51D37
A�kFCITY OF CITY HALL
Fe ra Vila Feder sth Avenue South
ederal Way, WA 98003-6325
,v�` f253) 835-7000
wwwCF"ffederahvny com
EXHIBIT A
SERVICES
1. The Contractor shall do or provide the following:
Provide legal services
PROFESSIONAL SERVICES AGREEMENT - 8 - Rev. 4/2023
DocuSign Envelope ID: 211DAAFC-B67B-4DC4-AF32-CE8B31DC5D37
CITY OF CITY HALL
Fe d� ra I Inlay 8th Avenue South
Federal Way, WA 98003-6325
(253)835-7000
www cityoliederalway com
EXHIBIT B
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to
exceed Fifty Thousand and 00/100 Dollars ($50,000.00).
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:
Matthew Hansen, Partner
$500 per hour
Tara O'Hanlon, Partner
$450 per hour
Jakini Ingram, Associate
$300 per hour
Lindsay Post, Paralegal
$200 per hour
PROFESSIONAL SERVICES AGREEMENT - 9 - Rev. 4/2023
DocuSign Envelope ID: 211 DAAFC-B67B-4DC4-AF32-CE8B31 DC5D37
,SCITY OF
m,� Federal Vila
CERTIFICATE OF INSURANCE
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003-6325
(253)-835-7000 -
WMV..dtyaffedefWWay. cam
PROFESSIONAL SERVICES AGREEMENT - 10 - Rev. 4/2023
A`CC>RD0 DATE (MMIDD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE 12/21/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME; Tim Cundari
Cundari Insurance Agency PHONE FAX
8309 SW 22nd Ave • 503 292 0075 IAC No : 503 292 D518
Portland OR 97219 EADDRESS: laudeiMcundadrisuranoe.com
INSURED
Miller, Nash LLP
111 SW 5th Ave., Ste 3400
Portland OR 97204-3614
INSURERS AFFORDING COVERAGE NAIC #
License#: 1001 6746 ]NSURERA: Federal Insurance Company 20281
MILLNAS-01 INSURERs: SAIF Corporation 36196
INSURER c. Great Northern Insurance Company 20303
INSURFR D: Hartford Insurance COmDanv of the Midwest 37478
rnvC0nr-0e f Cr?TICIrnTC nIIIMIRF0•97177nV%Z7n RFVISIAN N11MQr-R-
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADDLSUBR
1
POLICY NUMBER
POLICY EFF
MWDMYYYY
POLICYEXP
MM/DDIVYYY
LIMITS
C
X
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE FRE OCCUR
Y
I
1
I
3528-20-83
1/1/2024
1/1/2025
EACH OCCURRENCE
$1,000,000
DAMAGE TO kERTm—
PREMISES En ❑
$ 1,000,000
MED EXP (Any one person)
$ 10,000
PERSONAL& ADV INJURY
$1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY ❑ jECT LOC
OTHER:
GENERAL AGGREGATE
$ 2,000,000
PRODUCTS - COMP/OP AGG
$ 2,000,000
$
A
AUTOMOBILE LIABILITY
IX ANY AUTO
OWNED SCHEDULED
AUTOS ONLY AUTOS
HIRED NON -OWNED
X AUTOS ONLY X AUTOS ONLY
Y
7314-49-22
1/1/2024
1/1/2025
COMarNEDSIN LELIMIT
a eenl
$1.000,000
BODILY INJURY (Per person)
$
BODILY INJURY (Per accident)
$
PROPERTY DAMAGE
fpfir accident
$
_
A
X
UMBRELLA LIAB I X
EXCESS LIAB
OCCUR
CLAIMS -MADE
79691860
1/1/2024
1/1/2025
EACH OCCURRENCE
$15,000,000
AGGREGATE
$ 15.000.000
DED I I RETENTION $
$
B
R
D
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANYPROPRIETOR/PARTNER/EXECUTIVE ❑
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
NIA
WC 3718891-02
451637
52WECPI3883
1/1/2024
1/1l2024
9/1/2023
1/1/2025
1!1/2025
9/1/2024
X STATUTE ERH
E.L. EACH ACCIDENT
$ 1,000,000
E.L; DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
$ 1.000,000
DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
Certificate Holder is named as additional insured
rF17TIFICATF Hni nFR CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
City of Federal Way
33325 8th Ave. South
Federal Way WA 98003
(9) 191:56-ZU1 b AGUKU L:Ul1l I IUIN. An ngnis reserves.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD