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AG 09-006RETURN TO: ���,� ,� .� EXT: -'1 S"� I CJ` 1 CI TY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �l/�.� 2. ORIGINATING STAFF PERSON:�a.� �� � i c,h.a�s C? r� EXT: ��CJ I 3. DATE REQ. BY: 4. TYPE OF DOGUMENT (CHECK ONE): � CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT � SMALL OR LIMITED PUBLIC WORKS CONTRACT 'I�GPROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE 1�' CONTRACT AMENDMENT (AG#): �l�»O O �O ❑ OTHER I 5. PROJECT NAME: 6. NAME OF CON�CTOI ADDRESS: 1 C'.f � E-MAIL: �. tv�i SIGNA'FURE NAME: ra ❑ SECURITY DOCUMENT (E.G. BOrm �LATED Docu►�NTS) ❑ RESOLUTION ❑ INTERLOCAL �es �?hase � V - � �� n� . � C- a 1 S erJ� c�eS FAX: al.0 (o � EXHIBITS AND AT"I'ACHMENTS: ❑ SCOPE WORK OR SERVICES � COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN O REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: ; 1 a/.� 1 Io10 � C� 9. TOTAL COMPENSATION $ � V O � V Q � o• (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CI�IARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: o YES � NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED � YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR � CITY �(PURCHASING: PLEASE CHARGE TO: 3 l� C� �- �.� �( O O" I 1�" S �I S�" 3 � ��o � O /• 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER � DIRECTOR ❑ RISK MANAGEMENT (�F �PL�CASt,E) �;LAW Q Z-�?, -�� 11. GOUNCIL APPROVAL (IF APPLICABLE� COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: / DATE REC'D: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERT FICAT'E, LICENSES, EXHIBITS '�.LAW DEPARTMENT 'C�;SIGNATORY � DIRECTOR) `� CITY CLERK `C� ASSIGNED AG# O q' O�0 � `� SIGNED COPY RETURNED COMMENTS: ' L / DATE SIGNED t - -v 3• 0 AG# '1�D DATE SENT �3•S-1 D 1/9 r ♦ ,� � F � � � � GETY HALL ���� 333�5 8th Avenue South • Pfl Box 9798 FedsraE bNay, V'dA 98fl63-9718 ("�50} 835-7C1p(} ��r�:+a� cf#.YOtf�d�rt��vAy cr�rn AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Arnendment ("Amendment No. 1) is made between the City of Federal Way, a Washington municipal corporation ("City"), and GR.AHAM & DUNN, PC, 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 December 30, 2008, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4.1 of the Agreement, shall be amended to change the rate or method of payment, as delineated in E�ibit "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 a period of one (l) year from the effective date of this Agreement. Except as otherwise provided in an attached E�ibit, 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 provisians 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, is 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 17 of the Agreement sha11 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 followsj AMENDMENT - 1 - 1/2010 . r • rr +ww � r� i � �� -'/ IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDER�L WAY By: Brian Wilson ' Manager/Police Chief DATE: ..����/J GRAHAM & DUI'�TN, PC : CITY HALL ���� 33325 8ti� A�renue South • Pt� Box 971� Federa{ L`Vay, Y:�tA 98063-9718 {2�3)53�-70Q0 s �ix. ��: cr?Ya€f�cier�rxwvt�;� carn , Printed Name: � � „ �.�.� � � � /��� : �%' DATE: � � � � i 0 STATE OF WASHINGTON ) � ) ss. COUNTY OF �1� ATTEST: City Clerk, Carol Mc eilly, APPROVED AS TO FORM: �� .,.. _ . City Attorney, Patricia A Richardson On this day personally appeazed before me •� 1 , to me known to be the Cj �,{��Q,� Q((� �y of 4- r1 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 hel�s�ie was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. official seal this � day of , 2010. •���_ N�J@ '��I� �����.�,�.w�n����� ��� �/�� � � ! _ �- r ,, � �1 Notary s signature ��.:��y r ���'� �i Notary printed name (��2-1 L� �'lJ �13 PrIP j� � �° -•" �_% Notary Public in and for the State of Washington. � ;u � � �� °us���� : � ,= My commission expires �� 2� • � N y � � 3. g.'� ,_-� �C� , ��. '��/� �'�r ���a�w�����`� � ���i11� WP`g�``� K: AMENDMENT services\Graham & Dunn�PSA Phase IV 1 amnd -2- 1 /2010 ���'ii//lltl �`' �SVy '•, �.� q ,,p. ,� �- .,,�,,,,,,.,,. �, �. ..•�' J ,� ��aX �air�;. ' j�i� . ` '��''� aA�t ';�- '`N" �� ��. .. .ri : _ �" - .. C��-= r`f��'8t�''' J �� � �, '-.., t��' f . �' a g: � �.. ,,��� � �S.�p,�, -, :,�'' ' r w• � ,�► ,r� rr EXHIBIT B-1 COMPENSATION CITY HA�L 33325 8th Arenue Sauth - P� 6ox 97'!8 Fed�ra[ 4Nay, l�lA 98�63-9718 {253) 835-7{Jt�O su�a��v cit.Va�fr:�er.��rv�v corn 1. Totai Compensation: In return forthe Services, the City shall pay the Contractor an amount not to exceed Four Hundred Thousand and No/100 Dollars ($400,OQ0.00). Z. 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: Larry Smith Jeffrey Beaver Marisa Lindell Estera Gordon Matt Hansen Nara Neves $435 /hr $395/hr $350/hr $275/hr $250/hr $175/hr AMENDMENT - 3 - 1 /2010 J] RETURN TO: \:If="{Jth.tv CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP l. ORIGINATING DEPTJDIV: La\AJ I C\ \J \ \ . 2. ORIGINATING STAFF PERSON: EXT: :L"'SLol 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) ~ PROFESSIONAL SERVICE AGREEMENT D MAINTENANCE/LABORAGREEMENT D PUBLIC WORKS CONTRACT D SMALL PUBLIC WORKS CONTRACT (LESS THAN $200,000) D PURCHASE AGREEMENT) (MATERIALS, SUPPLIES, EQUIPMENT) D REAL ESTATE DOCUMENT o SECURITY DOCUMENT (KG. AGREEMENT & PERFIMAIN BOND; ASSIGNMENT OF FUNDS IN LIEU OF BOND) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o CONTRACT AMENDMENT AG#: D CDBG o OTHER 5. PROJECT NAME: S K'Y 9 t-rN LCl n.LS P~f7 <~ \\/ - L ttf ~ Sf)/n) I tv :':J TELEPHONE 2D~ 34'0 -<:jtJ;l/'S TITLE fJavfv\.L......- 6. NAME OF CONTRACTOR: ' ADDRESS: . 10 2.. SIGNATURE NAME: Lavy'f 7. ATTACH ALL EXHIBITS AND CHECK BOXES D SCOPE OF SERVICES D ALL EXHIBITS REFERENCED IN DOCUMENT . D INSURANCE CERTIFICATE D DOCUMENT AUTHORIZING SIGNATURE 8. TERM: COMMENCEMENT DATE: COMPLETIONDATE:~ 9. TOTAL COMPENSATION $ Lt C() . (L>(j (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CID\RGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: DYES D NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR D CITY )( PURCHASING: PLEASE CHARGE TO: ~(o () - Ll400 - I '=rl- scr S - ~ - Co 10 10. CONTRACCRBVIEW D PROJECT MANAGER D DIRECTOR o RISK MANAGEMENT (IF APPLICABLE) ~LAW INITIAL/DATEAPPROVED INITIAL/DATE APPROVED ~ 12~t2- 08'" 11. CONTRACT SIGNATURE ROUTING ,MLAWDEPARTMENT :$$ CITY MANAGER SCI~CL~RK !'...s!(jI'lCf)PYnA~ORGiNA'rrnGrlEI'f. ASSIGNEDAG#Jl:1 . DOlO INITIAL/DATE APPROVED COMMENTS 02/08 PROFESSIONAL SERVICES AGREEMENT FOR GRAHAM & DUNN, PC (SR 99/PHASE IV CONDEMNATION) This Professional Services Agreement ("Agreement") is dated effective this OO'hday of _Deaxn\ru.y ,20QB The parties ("Parties") to this Agreement are the City of Federal Way, a Washington municipal corporation ("City"), and Graham & Dunn PC, a Washington professional services corporation ("Contractor"). A. The City seeks the temporary professional services of a skilled independent contractor capable of working without direct supervision, in the capacity of legal counsel relating to condemnation; and B. The Contractor has the requisite skill and experience necessary to provide such servIces. NOW, THEREFORE, the Parties agree as follows: 1. Services. Contractor shall provide the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the City Manager or his or her designee. 2. Term. The term of this Agreement shall commence upon the effective date of this Agreement and shall continue until the completion of the Services, but in any event no later than December 31, 2010 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 3. Termination. Prior to the expiration of the Term, this Agreement may be terminated immediately, with or without cause, by the City. 4. Compensation. 4.1 Total Compensation. In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount not to exceed Four Hundred Thousand and No/IOO Dollars ($400,000.00) calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel attached hereto as Exhibit "B". - 1 - 4.2 Method of Payment. Payment by the City for the Services will only be made after the Services have been performed, a voucher or invoice is submitted in the form specified by the City, which invoice shall specifically describe the Services performed, the name of Contractor's personnel performing such Services, the hourly labor charge rate for such personnel, and the same is approved by the appropriate City representative. Payment shall be made on a monthly basis, thirty (30) days after receipt of such voucher or invoice. 4.3 Contractor Responsible for Taxes. 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. 5. Compliance with Laws. Contractor shall comply with and perform the Services in accordance with all applicable federal, state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards and policies, as now existing or hereafter adopted or amended. 6. Warranty. 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 being registered to do business in the City of Federal Way by obtaining a City of Federal Way business registration. 7. Independent Contractor/Conflict of Interest. It is the intention and understanding of the Parties that the Contractor shall be an independent contractor and that the City shall be neither liable nor obligated to pay Contractor sick leave, vacation payor any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The Contractor shall pay all income and other taxes due. Industrial or any other insurance that is purchased for the benefit ofthe 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. It is recognized that Contractor mayor will be performing professional services during the Term for other parties; provided, however, that 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 agrees to notify the City and complete any required form, if the Contractor, an owner of the Contractor, an employee of the Contractor providing services to the City, or a subcontractor or subcontractor's employee 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.. - 2 - 8. Indemnification. 8.1 Contractor Indemnification. The Contractor agrees to indemnify, defend and hold the City, its elected officials, officers, employees, agents, and volunteers harmless from any and all claims, demands, losses, actions and liabilities (including costs and all attorney fees) 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 caused by the negligent acts, errors or omissions of the Contractor, its partners, shareholders, agents, employees, or by the Contractor's breach of this Agreement. Contractor waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW. 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. 8.2 City Indemnification. The City agrees to indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions and liabilities (including costs and attorney fees) 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, its employees or agents. 8.3 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. 9. Equal Opportunity Employer. In all Contractor services, programs or activities, and all Contractor hiring and employment made possible by or resulting from this Agreement, there shall be no discrimination by Contractor or by Contractor's employees, agents, subcontractors or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, creed, national origin, marital status 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 payor 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 ofthe Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973,49 CFR Part 21,21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. Any material violation of this provision shall be grounds for termination of this Agreement by the City and, in the case of the Contractor's breach, may result in ineligibility for further City agreements. - 3 - 10. Confidentiality. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential. Breach of confidentiality by Contractor will be grounds for immediate termination. 11. Insurance. 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: 11.1 Workers' compensation and employer's liability Insurance In amounts sufficient pursuant to the laws of the State of Washington; 11.2 Commercial general liability insurance with combined single limits ofliability not less than $2,000,000 for bodily injury, including personal injury or death, products liability and property damage. 11.3 Automobile liability insurance with combined single limits ofliability not less than $2,000,000 for bodily injury, including personal injury or death and property damage. 11.4 Professional liability insurance with combined single limits of liability not less than $2,000,000 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. The City shall be named as additional insured on all such insurance policies, with the exception of professional liability and workers' compensation coverage( s) if Contractor participates in a state-run workers' comp program. Contractor shall provide certificates of insurance, concurrent with the execution of this Agreement, evidencing such coverage and, at City's request, furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies shall contain a clause of endorsement providing that they may not be terminated or materially amended during the Term ofthis Agreement, except after thirty (30) days prior written notice to the City. 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 actually terminated or upon project completion and acceptance by the City. Contractor's failure to maintain such insurance policies shall be grounds for the City's immediate termination of this Agreement. 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. 12. Work Product. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or - 4 - modified by Contractor while performingthe Services shall belong to the City. At the termination or cancellation of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 13. 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 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. 14. 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. 15. Debarment Affidavit. The contractor certifies that the firm, association or corporation or any person in a controlling capacity associated therewith or any position involving the administration of federal funds; is not currently under suspension, debarment, voluntary exclusion, or determination of ineligibility by any federal agency; has not been suspended, debarred, voluntarily excluded, or determined ineligible by any federal agency within the past three (3) years; does not have a proposed debarment pending; and has not been indicted, convicted, or had a civil judgment rendered against said person, firm, association, or corporation by a court of competent jurisdiction in any matter involving fraud or official misconduct within the past three (3) years. 16. Non-discrimination Clause. During the performance of this Agreement, the contractor, for itself, its assignees and successors in interest agrees as follows: (A) Compliance with Regulations. The contractor shall comply with the Regulations relative to non-discrimination in federally assisted programs of the United States Department of Transportation (USDOT), Title 49, Code of Federal Regulations, part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this agreement. - 5 - (B) Non-discrimination. The contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, sex, or national origin in the selection and retention of sub-contractors, including procurement of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in the Regulations. (C) Solicitations for Sub-contractors, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiations made by the contractor for work to be performed under a sub-contract, including procurement of materials or leases of equipment, each potential sub-contractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to non-discrimination on the grounds of race, color, sex, or national ongm. (D) Information and Reports. The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the Agency, State or the Federal Highway Administration (FHW A) contracting agency or the appropriate federal agency to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refused to furnish this information, the contractor shall so certify to WSDOT or USDOT as appropriate, and shall set for what efforts it has made to obtain the information. (E) Sanctions for Non-compliance. In the event of the contractor's non- compliance with the non-discrimination provisions of this contract, the contracting agency shall impose such Agreement sanctions as it, or the USDOT may determine to be appropriate, including, but not limited to: . Withholding of payments to the contractor under the contract until the contractor complies, and/or . Cancellation, termination or suspension of the contract, in whole or part (F) Incorporation of Provisions. The contractor shall include the provisions of paragraph 5.2 (1) through (5) in every sub-contract, including procurement of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The contractor shall take such action with respect to any sub-contractor or procurement as the contracting Agency, or USDOT may direct as a means of enforcing such provisions including sanctions for non-compliance. - 6 - Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a sub-contractor or supplier as a result of such direction, the contractor may request WSDOT enter into such litigation to protect the interests of the State and, in addition, the contractor may request the USDOT enter into such litigation to protect the interests of the United States. 17. General Provisions. 17.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior agreements shall be effective for any purpose. 17.2 Modification. No provision of this Agreement, including this provision, may be amended or modified except by written agreement signed by the Parties. 17.3 Full Force and Effect. Any provision of this Agreement that is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 17.4 Assignment. 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. 17.5 Successors in Interest. Subject to the foregoing Subsection, 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. 17.6 Attorney Fees. In the event either ofthe Parties defaults on the performance of any terms of this Agreement or either Party places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, each Party shall pay all its own attorneys' fees, costs and expenses. The venue for any dispute related to this Agreement shall be King County, Washington. 17.7 No Waiver. 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. 17.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. 17.9 Authority. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individuals are dilly authorized to execute and deliver this Agreement on behalf of the Contractor or the City. - 7 - 17.10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. 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 below. Any notice so posted in the United States mail shall be deemed received three (3) days after t~e date of mailing. 17.11 Captions. 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. 17.12 Performance. Time is of the essence of 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. 17.13 Remedies Cumulative. 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. 17.14 Counterparts. This Agreement may be executed in any number of counterparts, which counterparts shall collectively constitute the entire Agreement. 17.15 Compliance with Ethics Code. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation and/or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 17.16 Equal Opportunity to Draft. The parties have participated and had an equal opportunity to participate in the drafting of this Agreement, and the Exhibits, if any, attached. No ambiguity shall be construed against any party upon a claim that that party drafted the ambiguous language. DATED the day and year set forth above. CITY OF FEDERAL WAY By: -ltttt.i V3e.j~ Neal Beets, City Manager 33325 8th Ave S PO BOX 9718 Federal Way, W A 98063-9718 ATTEST: - 8 - APPROVED AS TO FORM: ~/ City Attorney, Patricia A 'chardson Smith P Pier 70 2801 Alas Way, Ste 300 Seattle, W A 98121-1128 (206) 340-9645 STATE OF WASHINGTON) ) ss. COUNTYOF~ . On this day personally appeared ~ me : ~~~. ' to me known to be the -P ~ of _.1.--. . 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 he/she' was 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 ::;:1 ~~day of _0 ~ ~J1r~~ (type "nted name of not" ) - . Notary Public in and for the State of Washington. My commission expires q,.. 19 - CIf , 200B "",~ fft:" =.....--{'..:.;.;.,.,,:;' -0..". :: ~, ,3f>': :: ;': -;. ~: C' ~ ~ 41. ~, Z <fl" '/. :';:.' '/, "'9/' I" .'." 1" III !4~ It, ~'\f' '1 i(I;I~ I" '..:..: /' 1'1.. M 'I. :\/(-(< tv.!" ~ i;~::~ ~. .~ "" ,.,." , ;~<:~ ~~ , >~;~~:~:! - 9 - EXHIBIT "A" Contractor will provide legal advice and representation at the City Manager's or City Attorney's direction, concerning the potential exercise of the City's power of eminent domain. - 10 - Larry Smith Jeffrey Beaver Marisa Lindell Estera Gordon Matt Hansen Nara Neves EXHIBIT "B" $425/hr $380/hr $ 340/hr $275/hr $220/hr $150/hr - 11 - License Detail Page 1 of 1 Deparmumt uf Lllnmsmg "~ license Querv Svstem ~~ ji!f License Detail l:l~m.....Y$imprQY~_lbj$.QJ1Hn~t SQ License Information: Entity Name: Finn Name: License Type: Entity Type: UBI: Status GRAHAM & DUNN P.C. GRAHAM & DUNN P.C. Washington State Business Professional Service Corporation 600384308 Business ID:001 Location ID:0003 To check the status of this company, go toS~QLetc:!J:YQfState,. Location Address: 2801 ALASKAN WAY STE 300 SEATTLE,WA,98121 Mailing Address: 2801 ALASKAN WAY STE 300 SEATTLE,WA,98121 View Additional Locations Governing People: ADDITIONAL NAMES ON FILE J J LEARY JR JOHN T JOHN KUMI YAMAMOTO BARUFFI LARRY J SMITH MAREN K GAYLOR Regis.tered.J"rad1tNames; GRAHAM & DUNN PC Information Current as of 12/17/2008 4:32AM Pacific Time [ New Search] This site is limited to searching for business and professional licenses issued by the Departme Licensing or through the Master License Service. You may wish to click on OTHER LICENSE: check for information on licenses issued by other agencies. Department of Licensing Home Privacy Policy Other Licenses Contact Us Use of lists of individuals provided on this site for commercial purposes is prohibited under Ch 42.56 of the Revised Code of Washington. https://fortress.wa.gov/dol/ dolprod/bpdLicenseQuery /lqsLicenseDetail.aspx?SessID=7 63... 12/17/2008