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AG 09-139RETURN TO: EXT: CIT� OF FEDERAL WAY LAW I?EPARTMENT ROUTIl�TG FORM 1. ORIGINATING DEPT_/DIV: �I L-1 � 1 1 2. ORIGINATING STAFF PERSON: Ol, l� UC �(�fj'('J� EXT: 3. DATE REQ. BY: 4. T'YPE OF DOCiJMENT (CHECK ONE): 0 CONTRACTOR SELECTTON DOCUMENT (E.G., RFB, RFP, RFQ) 0 PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 0 PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sormxEr.n�DOCU�rrrs> ❑ ORDINANCE ❑ RESOLUTION �CONTRACT AMENDMENT (AG#):�� ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: 6. NAME OF CONTRACTO] ADDRESS: �� E-MAIL: SIGNATURE NAME: TELEPHONE FAX: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE � ALi. OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORTTY TO SIGN ❑ REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. T'ERM: COMMENCEMENTDATE: JI I I ILX� COMPLETIONDATE: �ZI3� 1�%I�-I 9. TOTAL COMPENSATION $ �(`�� (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABO CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES ❑ tvo IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR � CITY Ji� PURCHASING: PLEASE CHARGE TO: C'� �—`��(7 � OS I`�_I_�j ' ZD ^�'I � O 10. DOCUMENT/CONTRACT REVIEW 1NITIAL / DATE REVIEWED INITIAL / DATE APPROVED O PROJECT MANAGER __ __ ❑ DIRECTOR ❑ RISK MANAGEMENT (� aPrLic�LE) �LAW , � ll�• �� IZ 11. COUNCIL APPROVAL (IF aPPr.tCa,BLE) CONIMITiEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING J�SENT TO VENDOR/CONTRACTOR DATE SENT: I(� I DATE REC'D: II 21 ❑ ATTACH: SIGNATURE AUTHORIT'Y, INSURANCE CERTIFI ATE, LICENSES, EXHIBITS � LAW DEPARTMENT ,�i SIGNATORY (ivi.aYOx ox Du�crOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: IN T AL / DATE SIGNED �. �2 .Z AG# �-� ���G DATE SENT: � �• Zg •� 2 11/9 +���rr� r�� ci��r �R�� ����s �Gil � , 33325 8th f�,+e�nue Sauth � Fedsral Way, 4lt�A �8C}�3-�3� i �253} u35-7'�aQ w�,x�dx Lf�uaft�:���rnf�v��y cc>rn AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Foster Pepper, PLLC, a Washington Professional Limited Liability 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 26, 2009 as amended by Amendment No. 1 and 2, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2014 [Insert specific date]('''Amended Term"). 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, 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 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 - 1/2010 � 11I��N� � ;, �. �„ � �._:.. crr� �,��� ����,� 33325 2th A,venue Sc�ttth �ederal Way, `�+�dA �$E?03-�325 {253} 835-i't�EiO �r�a��v �:ityaffscier€�I�VC�y cvrr� IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: � . By: Skip Pries , Mayor rty Clerk, Carol Mc eilly, CM DATE: I � I 2� 1�' �. FOSTER PEPPER, PLLC By: Hu D. Spitzer, Membe DATE: � � ��- ° j � �—' STATE OF WASHINGTON ) ) ss. COUNTY OF K� N c ) APPROVED AS TO FORM: rty A ey, Patricia A Richardson On this day personally appeared before me �,� � 6 l{ � S� P�T2G�, to me known to be the M� �,,,�10 0.�"' of F`.r� a,- �a� �,tr P L l. L, 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 an� that th� se�l affxed, if any, is tha �orpo:ate seal cf said corporation. GIVEN my hand and official seal this � day of �o ��,.,�.G�.� , 2012. �l�' '�'r '��/G�y �. rs. �,, ���• � � •., . � : u NOT,y� ' : r• � : . ... ; � ;• p �"' : �'� ;. � �LIC ; . _ F` ''•: �8-16 .� ' O i Y~�••.......• ti � '�.h'A S1�NCiii�� �"��iiiiii/��� Notary's signature � �ii� ��.��v-� Notary's printed name �CI � v � u�u Notary Public in and for the State of Washington. ; My commission expires 7� � f i� AMENDMENT - 2 - 1/2010 RETURN TO: EXT: 2� CITY OF FEDER.AL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: � � C\v1' 2. ORIGINATING STAFF PERSON: �a'�. �iC�(lfin �(d�� EXT: 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 ❑ PROFESSIONAL SERVICE AGREEMENT � MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE �,.CONTRACT AMENDMENT (AG#): �l - t b ❑ OTHER ❑ SECURITY DOCUMENT (E.G. BOrm �LATED Docutv�NTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: L.eQpt,, C j�;( �J �(,l S 6. NAME OF CONTRACTO :R � ,r � (�,�r ��LG ADDRESS: I ��� i�G� �� � Su i�' 3�-IQC� S�A C.I,�A� °t�� l T'ELEPHONE E-MAIL: FAX: SIGNATURE NAME: �,, I� Gjpj�,� TITLE �p,1�v�I(�[� 7. EXHIBITS AND ATTACHMENTS: ❑ 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: '1 I L IO G COMPLETION DATE: l ZI3l I'LD �2 9. TOTAL COMPENSATION $ � 1�8 (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ��s ❑ rro IF �s, �IMUM DoLL�z �ourrT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: (�(�� r � � (�(7 � ('�� � " -�j I � � � � I � 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER O DIRECTOR ❑ RISK MANAGEMENT (tF aPPLtC.aBLE) �Law il. COUNCILAPPROVAL(IF.�PLICASLE) �ii�► I COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS ❑ LAW DEPARTMENT ❑ SIGNATORY (MAYOR OR DIRECTOR) �l CITY CLERK E�' ASSIGNED AG# L�'SIGNED COPY RETURNED COMMENTS: INI IAL / DATE SIGNED � - -lG �2'29� •1 a�# � (3�"1 � DATE SENT: \ 2� 2$ �� O `F�-t-�, o�nC;�r�al� — r2- rv, 1 or�c��y,�� I ll/9 . � � �• • �i. �wr � � �r CITY HALL ���� 33325 8th Avenue South • PO Box 9718 �ederal Way, WA 98Q63-9718 (2v33835-70a0 tvu,rw c�iy,atfeder�i�vay corn AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Foster Pepper, PLLC, a Washington Professional Limited Liability 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 26, 2009 as amended by Amendment No. 1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services; but in any event no later than December 31, 2012 ("Amended Term"). 2. NOTICES. All notices directed to the City of Federal Way as required under this agreement shall be sent to the following address: Patricia Richardson 33325 8�' Ave. South Federal Way, WA 98003 3. 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, 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 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 - 1 /2010 . w � � � � ,.� �� r� � +rw +1r GITY HALL ����� 33325 8th Avenue South • P� Box 9798 Federal �dl�ay, VttA 98C�63-9718 (�53) �35-7�1Qfl ��rw cittRv€f�derxt�vsy cc�rrr IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: � //�`. Skip Pries , Mayor DATE: ! Z— 2 FOSTER PEPPER, PLLC By: � � � '" � .` �____ ,_ Hu h D. Spitzer, Member DATE: ��/ r� � I► b STATE OF WASHINGTON ) ) ss. COUNTY OF K� N � ) ATTEST: �� City Clerk, Carol Mc eilly, C APPROVED AS TO FORM: � �' City Attorney, Patricia A Richardson On this day personally appeared before me �� D. $,�,� , to me known to be the rne.n6�r- of c�, �-�,�o,a.�. P�� 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 � day of �,�,�,..(,..�,,� , 2010. `4' ����`�'Y'���Totary's signature y �t printed name ,� (�` �sfla � . p.�':"'� � 4�' �� ; `�: � -�-,, . : � : � , .., � . � : c� C=� %�;��. ';� : � � ; rt . � \ ' �....��, � � � � cn��. �'�.� ' : � . .%, .; ` -�j�' "�!�--"���.•' � �� ���!� i/VAS'���I►���� +�l�If/!//J �S�'�_�/�� Sh�/l L,, �4 Notary Publi in and for the State of Washington. My commission expires ��8 � Zo� Z AMENDMENT - 2 - 1 /2010 FOS&5200 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYI� 12/23/2010 PRODUCER Commercial Lines -(206) 892-9200 CAL# 0531007 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 601 Union Street, Suite 1300 Seattle, WA 98101-137T INSURERS AFFORDING COVERAGE NAIC # INSURED FOSTER PEPPER PLLC INSURER A: H8ftf0�(I C8SU81�/ IIlSUfBfiCR CORlPBfly 29424 1111 Third Avenue Suite 3400 INSURER B: INSURER C: INSURER D: Seattle, WA 98101 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POUCY FJ(PIRATION LTR NSR �E OF INSURANCE POLICY NUMBER DATE M DD DATE M DD LIMITS A GENERALLIABILfTY 52UUNK62664 12/31/09 12/31/10 �CHOCCURRENCE $ �.��•� x COMMERCIAL GENERAL IIABILIN DAMAGE TO RENTED $ ��� � CLAIMS MADE � OCCUR MED EXP (My one person) $ 10,000 X WA STOPGAP PERSONAL & ADV INJURY $ �•�•� GENERALAGGREGATE $ 2 •��•� GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2 •� 0 •� X POLICY PRO- LOC JECT A AUTOMOBILE LIABILITY 52UUNKB2664 12/31/09 12/31/10 COMBINED SINGLE LIMIT ANY AUTO (Eaaccident) � $ ������ ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ x HIRED AUTOS BODILY INJURY $ X NON-0WNEDAUTOS (Per acadent) PROPERTY DAMAGE $ (Peracadent) GARAGE LIABILYTY AUTO ONLY - EA ACCIDENT $ ANY AUTO OTHER THAN � ACC $ AUTO ONLY: qGG $ A EXCESS/UMBRELLALIABILITY 52XHUK61146 12/31/09 12/31/10 EACHOCCURRENCE S �•�o X OCCUR � CLAIMSMADE AGGREGATE $ �•� $ DEDUCTIBLE $ X RETENTION $ ��•� $ WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS uaswrv ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCI.UDED? E.L. D�SEASE - EA EMPLOYEE $ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES ! EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS RE: AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT. CITY OF FEDERAL WAY IS ADDITIONAL INSURED UNDER GENERAL LIABILITY AND AUTO LIABILITY AS RESPECTS THEIR INTEREST IN THE INSURED OPERATIONS OF THE NAMED INSURED PER THE ATTACHED ENDORSEMENT. DJT CERTIFICATE HOLDER CANCELLATION Ten Day Notice for Non-Payment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAII 45 DAYS WRITTEN City of Federal Way NOTICE TO TME CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL CI� HBII IMPOSE NO OBLIGATION OR LIABILITV OF ANY KIND UPON THE INSURER, ITS AGENTS OR 33325 8th Avenue South REPRESENTATNES. Federal Way, WA 98003 AUTHORI2ED REPRESENTATII/E �r ,.._ ecnRn �s ��nnvna� , ..s � 2168746 � ACORD CORPORATION 1988 (This certificate repiaces certificate# 2168743 issued on 12/23/2010) � RETURN TO: Janet EXT: 2561 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM , i�� ., 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: ��p�. � J'� 1 C�rcSU d� EXT: �- S� 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 �PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. sorm�LarEVDOCUMErrTS� ❑ ORDINANCE ❑ RESOLUTION �:�CONTRACTAMENDMENT(AG#): 13 q � ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: � r S r� r. � rU� 6. NAME OF CONTRACTOR: ADDRESS: � �, \ .. E-MAIL: .S o i � @ ( �L �TELEPHONE �l b y 4 FAX:�p(p - �-( <-( �1 — TITLE nnp n.I,-e � 7. EXHIBITS AND ATTACHMENTS: � 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: 1�j �'9 U O G COMPLETION DATE: �� �') \ O 9. TOTAL COMPENSATION $ � �J �C� C� C.� .�� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR O CITY � PURCHASING: PLEASE CHARGE TO: (�_ CjT� \ (�� (J � � � � —" S� �-' �6��-� � �) 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED 0 PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLIC.e,BLE) �.aw �'J e � 1�--�0 ��ee P 1 11. COUNCILAPPROVAL (IF .�PL�CAB�,E) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: _ 12. CONTRACT SIGNATURE ROUTING � SENT TO VENDOR/CONTRACTOR DATE SENT: I$ I D DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTI ICATE, LICENSES, EXHIBITS �LAW DEPARTMENT 1�,SIGNATORY (Clvt ox DI�CTOx) `�CITY CLERK f�ASSIGNED AG# O �I — I3 � � � SIGNED COPY RETURNED GOMMENTS: INITIAL / DATE SIGNED AG# DATE SENT: 11/9 � CI'�Y t3F CITY H�#LL �����s 1�' 33325 8th Auenue Saufh - PO Box 97'f8 Federal bNay, �t�fA 9&U63-9718 �2�3} 83�-70QC} �it<�^�° cifyo{fec��ra�v�y corn AIVIENDMENT 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 Foster Pepper, PLLC, a Washington Professional Limited Liability Company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the parties, agree to amend the original Agreement for Lega1 Services ("Agreement") dated effective June 26, 2009, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4.1 of the Agreement, shaIl be amended to change 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 a period of one (1} year from the effective date of this Agreement. 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, 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 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 - 1 /2010 � � � CITY et� CETY H,�LL ���r 4+� � I���Y Y�� 33,�25 8th Avenue Scsuth • Pt? B�x 975 � F�dera[ t�/ay. ��tA 88�63-9?18 (2��) �35-7�C3� r.�t?�^w cilrot�ed� rz��vvt��� corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: ..r Brian Wi n, City Manager/Police Chief DATE: ��,�-/��� 7' FOSTER PEPPER, PLLC B Printed Name: ,���H Q• ��tT��;,-� Title: M e. �� �,,�- DATE: � 1 I ( � STATE OF WASHINGTON ) ) ss. COUNTY OF I�� N' Ct ) ATTEST: . City Clerk, Carol M eilly C APPROVED AS TO FORM: `��z�� City Attorney, Patricia A Richardson On this day personally appeared before me 'k�,1GH D• s���'� , to me known to be the M�� of F.:�.� �a� G r - P 1..�. � that executed the foregoing instrument, and acknowledged the said instrument to e 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 corparation. GIVEN my hand and official seal this d"'�' day of �}'l�. �.�- , 2010_ ���iiiii��� � ��,r���,�„Y L. y'- '�� d�� ,�� ,Z.. .�S�QN � .; 9,� _ Notary's signature tis�-� ��� ���Q�` +A • � Notary's printed name � -�� �.� �`� *_� ;;° NpTARY � ` Notary Public in and for the State of Washington. ` � p � ' � My commission expires '7 /�/Loi 2- : : Ur3L� r 2 � —� � �»nw,.'l�': ments�,��e�a}s�rvi��t�r Pepper�PSA (6-2Q09} 1 amnd 0 -.,_!� w�►...,►�� AMENDMENT -2 - 1 /2010 r r► � .r�; ��� �* ,. '� � �"� EXHIBIT B-1 COMPENSATION �ITY HALL �3325 8t1� �:venue �outh • P� Bc�x 97'9� FederaC L^lay, I��JA 9SQ63-971$ �25,�} $35-7flQ� �9�v ^�6: ci�araPfev�rzr�wv�}� car n 1. Total Compensation: In return for the Services, the City sha11 pay the Contractor an amount not to exceed Fifty Thousand and No/100 Dollars ($SQ,Q00.00). Z. Method of Compensation: Hourly rate: In consideration af 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: P. Stephen DiJulio Hugh Spitzer 420.00/hr 400.OQ/hr AMENDIVIENT - 3 - 1 /2010 II RETURN TO: CITY OF FEDERAL WAY LAW DEPARTMENT REQUEST FOR CONTRACT PREPARATIONIDOCUMENT REVIEW/SIGNATURE ROUTING SLIP 1. ORIGINATING DEPT.IDIV: ~t1W I r.'1 vi ( ORIGINATING STAFF PERSON: ~lc\t1a.('d'SoV"l 2. EXT: ZS~Z 3. DATE REQ. BY: 4. TYPE OF DOCUMENT REQUESTED (CHECK ONE) o CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) o PUBLIC WORKS CONTRACT 0 SMALL PUBLIC WORKS CONTRACT ~PROFESSIONAL SERVICE AGREEMENT 0 MAINTENANCE AGREEMENT o GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG o REAL ESTATE DOCUMENT 0 SECURITY DOCUMENT (EG. BOND RELATED DOCUMENTS) o ORDINANCE 0 RESOLUTION o CONTRACT AMENDMENT AG#: o OTHER 5. PROJECT NAME: L61~1 Se.x-V'lU 5 6. NAMEOFCONTRACTOR:~f'p~ ' PLLC 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES 0 COMPENSATION ~SURANCE REQUIREMENTS/CERTIFICATE o ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 7j'j2.OD9 COMPLETION DATE: 12. !~, /20' 0 9. TOTAL COMPENSATION $ 50 I COO (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 0 YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY ]x( PURCHASING: PLEASE CHARGE TO: 00\ - IIOO-OSI-SI 5 - 2.0-YIO 10. CONTRACT REVIEW o PROJECT MANAGER o DIRECTOR ~SIGNATORY (CM, ACM, OR DIRECTOR) o RISK MANAGEMENT (IF APPLICABLE) ~LAW INITIALIDATE REVIEWED INITIALIDATE APPROVED L1flV1...),tv.l~ 7/Dt/)D7f I -f\1f 1.. \. (0) 11. CONTRACT SIGNATURE ROUTING o SENT TO VENDOR/CONTRACTOR DATE SENT: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS )5f LAW DEPARTMENT ft( SIGNATORY (CM, ACM, OR DIRECTOR) 11. CITY CLERK ~ ASSIGNED AG# CA - r~q ;R! SIGNED COPY RETURNED DATE SENT: l.q . c::Pl COMMENTS DATE REC'D: INITIALIDATE SIGNED 3/09 A Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcityoffedera/way.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 Foster Pepper, PLLC, a Washington Professional Limited Liability Company ("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: FOSTER PEPPER, PLLC: CITY OF FEDERAL WAY: P. Stephen DiJulio, Member 1111 Third Avenue, Ste. 3400 Seattle, W A 98101-3299 (206) 447-4400 (telephone) Patricia A. Richardson 33325 8th Ave. S. P.O. Box 9718 Federal Way, W A 98063-9718 (253) 853-2561 (telephone) (253) 835-2569 (facsimile) pat.richardson@cit offederalway.com The Parties agree as follows: 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 Work, 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. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), 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 City Manager 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. TERMINA TION. 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; and such may result in ineligibility for further City agreements. 4. COMPENSA TION. 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 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 (1) year from the effective date of this Agreement. 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 and payment of this Agreement. PROFESSIONAL SERVICE AGREEMENT - 1 - PSA Corp 3/31/09 A Federal Way CITY HALL 33325 8th Avenue South . PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffedera/waycom 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 after 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. INDEMNIFICATION. 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 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 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 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, as provided in Exhibit "C" , attached hereto and incorporated by this reference, for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination. The provisions of this Section shall survive the expiration or termination of this Agreement. PROFESSIONAL SERVICE AGREEMENT - 2- PSA Corp 3/31/09 ,~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffederaJwaycom 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential 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 disclosure 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 which may be produced or modified by Contractor while performing the Work 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 Work 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 payor any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work 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 work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. 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 mayor will be performing professional services during the Term for other parties; 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, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EOUAL 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, 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 of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CPR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non- discrimination. PROFESSIONAL SERVICE AGREEMENT - 3 - PSA Corp 3/31/09 411~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwcityoffedera/waycom 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 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. 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 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; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. PROFESSIONAL SERVICE AGREEMENT - 4- PSA Corp 3/31/09 ,~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffedera/way.com 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] PROFESSIONAL SERVICE AGREEMENT - 5 - PSA Corp 3/31/09 A Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffedera/waycom IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: By: Brian Wils CM~ rn~d!fdf- City Clerk, Carol MeN lly, CM DATE: 7/01/ ;lw'1 APPROVED AS TO FORM: Sifmature on file, form approved 3/31/2009 bv: City Attorney, Patricia A Richardson FOSTER PEPPER, PLLC By: ??(~~ Printed Name: / Sr&Ni9V 1J/J2tL-ltJ Title: ff7G?1tJt&e DATE: aJ~ ~ 02.009 STATE OF WASHINGTON) ) ss. COUNTY OF ) On this day personally appeared before me 7 .::f~:.dvin ~o, to me known to be the M Cc Y'\.bfl V of w.shr ~r "t-~ (? 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 210 day of ~ e:-- ,200j Notary's signature ~.A./\~ ~ Notary's printed name ~~ EO, '~"'''''i; Notary Public in and for th,f ~~a~e of Washington. My commission expires~ I '1) 20 I \ ,,""\\\\\\\\', \ I' "",~\ G 8.(\' 'II", ......... .\"'1. . ,,1\/. 'II ~ 0'r """\\1\\\\1 11\.,;.: II! ff 0 _~~~5\ON ~~"I ~A\\ - r,;. ..,~'" "A) I,,.. Z .: -j=~ 01A,((l "''' ~ :; .;-~ ~ J- '1)~ ~ :: 30 11'~ "'J :; ::;{) -. - (/)~ . ~ ~ : # '- ~,() r;:#' ~ rJl" u \..\\Jf<!: ~ /. "" . B '\ .;.-- 0 : ~, -<J>.'{ </-09-'\ ,..;-}(.;:- "/ r: 'II ...' 0 - /1111 ~ ()III\\I\\\'~~'I~...~ IIIi ~ F W f\:;;) "'...;..'.... . hl\\l\\\W\........~ PROFESSIONAL SERVICE AGREEMENT - 6 - PSA Corp 3/31/09 A Federal Way EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Legal Services PROFESSIONAL SERVICES AGREEMENT - 7 - CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffedera/waycom PSACorp3/31109 ,~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwcityoffederalwaycom 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 No/lOO 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: P. Stephen DiJulio 420.00/hr PROFESSIONAL SERVICES AGREEMENT - 8 - PSACorp3/31/09 ~~ Federal Way CITY HALL 33325 8th Avenue South. PO Box 9718 Federal Wery. WA 98063-9718 (253) 835-7000 wwwcityoffedera/waycom EXHIBIT "C" INSURANCE 1. 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 ansmg from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $1,000,000 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 limits 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 $1,000,000 per claim and $1,000,000 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. 2. Contractor's maintenance of insurance as required by the 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 as respect 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 it. 3. The City shall be named as additional insured on all such insurance policies, with the exception of any professional liability insurance and any workers' compensation coverage(s) if Contractor participates in a state- run workers' compensation 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 of this 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. PROFESSIONAL SERVICES AGREEMENT - 9 - PSACorp3/31/09 January 5, 2009 Foster Pepper PLLC 1111 Third Avenue Suite 3400 Seattle, W A 98101 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Foster Pepper has Professional Liability Coverage under Policy ALA#1209 with an annual limit of $20,000,000 per claim and $40,000,000 in the aggregate with the right, under stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS. The self-insured retention under such Policy is $500,000 each claim up to an aggregate of $ 1,000,000 and $100,000 each claim thereafter. The Policy effective date is from January 1,2009 to January 1,2010. Such Policy is subject to the terms, conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC., A RISK RETENTION GROUP BY;# ./ Joseph R. Suster Assistant Director of Underwriting Date: Y~7 311 South Wacker Drive, Suite 5700 Chicago, It 60606-6629 lei 312.697-6900 fox 312.697.6901 I*bsitealas.com F0S852oo A CORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) 7/8/2009 PRODUCER Commercial Lines ... 206-701-5000 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE WELLS FARGO INSURANCE SERVICES; CA L1C. #0531007 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR POBOX 91143 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Seattle, WA 98111 INSURERS AFFORDING COVERAGE NAIC# INSURED FOSTER PEPPER PLLC INSURER Pc. One Beacon Insurance Company 21970 1111 Third Avenue Suite 3400 INSURER B: INSURER C: INSURER 0: Seattle, WA 98101 INSURER E: COVERAGES 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I P~~+~~~f~8,W,E P~~'fl,~,:'~~N LTR NSR TYPE OF INSURANCE POLICY NUMBER LIMITS A ~NERAL LIABILITY 718009785002 12/31/08 12/31/09 EACH OCCURRENCE $ 1,000,000 ~ 5~ERCIAL GENERAL LIABILITY DAMAGE TO RENTED $ 1,000,000 _ CLAIMS MADE [8] OCCUR MED EXP (Anyone petson) $ 10,000 X WASTOPGAP PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPliES PER: PRODUCTS-COM~OPAGG $ 2,000,000 Xl POLICY n ~~g: n LOC ~TOMOBILE LIABILITY COMBINED SINGLE LIMIT $ !>JolY AUTO (Ea accident) - - ALL OWNED AUTOS BODILY INJURY (Per person) $ SCHEDULED AUTOS - - HIRED AUTOS BODILY INJURY (Pe, accident) $ - NON-OWNED AUTOS PROPERTY DAMAGE $ (Per accident) ~RAGE LIABILITY AUTO ONLY - EA ACCIDENT $ !>JolY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ ~ESS'UMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR D ClAIMS MADE AGGREGATE $ $ ==i DEDUCTIBLE $ RETENTION $ $ WORKERS COMPENSATION AND I WC STATU- I lOll;" EMPLOYERS' LIABILITY E.L. EACH ACCIDENT $ ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ If yes, desaibe under E.L. DISEASE - POLICY LIMIT $ SPECIAL PROVISIONS below OTHER DESCRIPTION OF OPERATIONS I LOCATIONS' VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT' SPECIAL PROVISIONS RE: elm 74841-14 Evidence of Insurance Coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN City of Federal Way Attn: Heather Dunnachie - Legal Assistant 33325 - 8th Avenue South POBox 9718 Federal Way, WA 98063 ACORD 25 (2001/08)1 of 2 661831 (This certificate replaces certificate# 661794 issued on 7/8/2009) NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. BUT FAILURE TO DO 50 SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE r:4- @ ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-5 (2001/08) 2 of 2 #S915260/M915043