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AG 12-017R�ETURN TO: THO KRAUS EXT: 2520 CITY QF FEDERAL WAY LAW DEPARTMENT ROUTING FORM l. ORIGINATING DEPT./D1V: FINANCE 2. ORIGINATING STAFF PERSQN: THO KRAUS EXT: 2520 3. DATE REQ. BY: l/3l/l2 <<f (�D'#��'�Ie� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ} ❑ PUBLIC WORKS CONTRACT O SMALL OR LIMITED PUBLIC WORKS CONTRACT � PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT O GOODSANDSERVICEAGREEMENT ❑ HUMANSERVICES/CDBG a REAL ESTATE DOCUMENT ❑ SECUWTY DOCUMENT (E.�.sormt��.p,�nnocun�rrTS> ❑ ORI?INANCE ❑ RESOLUTION ❑ CONTRACTAMENDMENT(AG#): � INTERLOCAL ❑ OTHER 5. PROJECT NAME: BoNn COUNSEL 6. NAME OF CONTRACTOR: Fos'rER PEprEx rLLC ADDRESS: Zlll THIRD AVENUE SUITE 3400 SEATTLE WA 981O1 TELEPHONE (206) 447 E NERAN(7a,FOSTER FAX: (206) 749-1992 SIGNATURE NAME: NarrCY NE�AS TITLE: ATTORrrEY 7. EXHIBTTS AND A'FTACHMENTS: � SCOPE, WORK OR SERVICES � COMPENSATION � INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHISITS � PROOF OF AUTHORITY TO S1GN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2012 COMPLETION DATE: DECEMBER 1, 2014 9. TOTAL COMPENSATION NOT TO EXCEED $�50� (3tx� (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: O 1'ES O NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES � NO IF YES, $ ❑ PURCHASING: PLEASE CHARGE TO: N!A- PART OF DEBT SERVICE COST 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATEREVIEWED PROJECT MANAGER � . t DIRECTOR � ( � l2 � RISK MANAGEMENT (� �PL�CASLE) � LAW � -�-1Z � A.�! , 2 � �- 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: PAID BY: ❑ CONTRACTOR 0 CITY INITIAL / DATE APPROVED 2-2-12 �.c (� 1.2,f� COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING �,/ � SENT TO VENDOR/CONTR.ACTOR DATE SENT: G/(9�1 Z _ DATE REC'D: O/a ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS � INITIAL / DATE SIGNED J�W DEPARTNIENT � —1 - � �^ � SIGNATORY (1�t.e,YOx ox Di�CTOx) � CIT'Y CLERK • "'1 • 1 ❑ ASSIGNED AG# AG# � ;�(') �"'� O SIGNED COPY RETURNED DATE SENT: �• 1"'� •(� :COMMENTS: ' �P�.t�c .�c. Scc�an, 5 �� f rtak,Q �t.rickea'' �c-7� �� �/! 2- i/9 � Ilp' "' � e City Hall 33325 8` Avenue South Federal Way, WA 98003 (253)835-7000 www. cityoffederalway.com PROFESSIONAL SERVICES AGREEMENT FOR BOND COUNSEL This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Foster Pepper PLLC, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: �'OSTER PEPPER PLLC: Nancy Neraas Foster Pepper PLLC 1111 Third Avenue, Suite 3400 5eattle, WA 98101-3299 (206) 447-6277 (telephone) (206) 749-1992 (fax) neran@foster.com �✓ww.foster.com The Parties agree as follows: CITY OF FEDERAL WAY: Tho Kraus, Finance Director 33325 8`" Ave. S. Federal Way, WA 98003-6325 (253) 835-2520 (telephone) (253) 835-2509 (facsimile)� tho.kraus@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 Work, but in any event no later than December 31, 2014 ("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 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; and sucfi may result in ineligibility for further City agreements. 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 by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1- 4/2011 w� i 4 IIII� � � * it r City Hall 33325 8` Avenue South Federal Way, WA 98003 (253) 835-7000 www. c ityo ffederalway. com 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-App�riation 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 hereto shall indemnify the City, its officials, officers, agents, employees, volunteers, and representatives from any and all claims, demands, damages, suits at law or at equity, liabilities, losses, judgments, liens, expenses, and cost arising out of or occasioned by the negligent performance, negligent acts, and/or omissions by the Contractor and its employees relative to any activity and/or services covered hereunder. In the event of recovery due to the aforementioned circumstances, the party responsible for any such negligent acts or omissions shall pay any judgment or lien arising there from, including any and all costs as part thereof. 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 Citv 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 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, 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 PROFESSIONAL SERVICES AGREEMENT - 2- 4/2011 « � . � � City Hall 33325 8` Avenue South Federal Way, WA 98003 (253)835-7000 www. cityoffederal way. com $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 miniinum 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. 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be coristrued 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. 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 City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of 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, anii 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 pay or any other benefit of employment, nor to pay any social security or other ta�f 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 PROFESSIONAL SERVICES AGREEMENT - 3- 4/2011 ��,. � . City Hall 33325 8` Avenue South Federal Way, WA 98003 (253)835-7000 www. cityoffederalway. com 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 may or 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 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 Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi�?nment 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 - 4- 4/2011 � �`�° ; ���+ � . City Hall 33325 8` Avenue SouEh Federal Way, WA 98003 (253)835-7000 www. cityoffederalway.com 13.3 Com�liance 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 formatiom 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 Agreetnent. Any notices required to be given 15y 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. 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 SERVICES AGREEMENT - 5- 4/2011 � � . City Hall 33325 8`" Avenue South Federal Way, WA 98003 (253)835-7000 www. cityoffederalway. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY / / .i . � • � � °_*' +�� DATE: ;�,1 I� 1 � I�. FOSTER PEPPER PLLC By: �Q� C� � � Printed Name: Nancy Neraas Title DATE Member February 7, 2012 STATE OF WASHINGTON ) ) ss. COUNTY OF ��{� � � ) ATTEST: City Clerk, Carol McNeilly, MC APPROVED AS TO FORM: �� City Att y, Patricia A Richardson On this day personally appeared before me /�/,�„ �� /►/c r e� a s , to me known to be the n1�.,,, bec- of �=os frr P.serr /�GLG 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 l�she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my h�a�,�,,�nd official seal this �` day of ��y►�.�. , 20/L. ����`�'� L NA'+` LS -✓ ��� � .• �,��y F •••.'j1 � ; Notary's signature `��� l�l/ •r—,,.�., ` ���G j � ; ,� XA ��': Z Notary's printed name � Y(„ � � :� O�� �'^: � \ : o a ,� � Notary Public in and for the State of Washington. `�" "�� � � p� My commission expires 7�8� Lo� t,. �'; PUO�- ��; �,,� R a.rt" L3,�f•��. _,'�:'••.,>-C8; ••'�2' 1� +-�r ...... S � F oF w P,,,��� PROFESSIONAL SERVICES AGREEMENT - 6- 4/2011 � � � � � � EXHIBIT "A" SERVICES City Hall 33325 8` Avenue South Federal Way, WA 98003 (253)835-7000 www.cityoffederalway.com 1. Advise the City concerning the legal requirements under federal and state laws applicable to the authorization, issuance and sale of bonds or other debt. � 3 4. Advise the City concerning the status of interest on debt under federal tax laws. Assist the City in analyzing proposed financing options from legal and practical viewpoints. Draft any election resolutions as may be requested. 5. Provide representation of bond counsel at all meetings and hearings held by the City during the period of issuance and sale of the debt when appropriate and when so directed by the City. 6. Prepare the necessary proceedings, notices and other documents necessary for the authorization, issuance and sale of the debt. 7 bids. 8 9 For a competitive sale, prepare the notice of sale, attend the bond sale meeting and evaluation of For a negotiated sale, review the bond purchase contract prepared by the�purchaser or its counsel. Advise with respect to the factual and legal disclosure required by state and federal securities law. 10. Provide such other legal guidance and assistance, supervision and consultation, conduct such proceedings and provide such opinions as may be appropriate. 1 l. Supervise the printing and delivery of the debt to the purchasers and prepare all necessary closing documents. 12. Upon completion of all proceedings and upon our determination that all such proceedings and debt are valid, provide to the City and the debt purchasers our legal opinion approving the validity of all proceedings had for the authorization and issuance of the debt and their delivery and stating the status of interest on the debt under the federal tax laws. 13. Assemble and examine a transcript concerning all proceedings taken in connection with the issuance and sale of the debt. 14. Prepare and provide to the City, and other members of the finance team, a copy of the transcript of all proceedings and documentation. 15. In addition, we provide legal advice and assistance on finance-related matters between debt issues without additional charge. In the event that additional legal services ancillary to the above-described legal services are requested by the City, we would not perform any services without a prior written agreement. PROFESSIONAL SERVICES AGREEMENT - 7- 4/2011 �� � � EXHIBIT "B" COMPENSATION City Hall 33325 8` Avenue South Federal Way, WA 98003 (253)835-7000 www. cityoffederalway. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Thirty- Thousand and 00l100 Dollars ($30,000.00) 2. Method of Compensation: Bond counsel services will be compensated as follows calculated on the basis of the principal amount of bonds actually issued. In addition to our legal fees, we would be compensated for costs of preparing transcripts. If the debt is not issued, we will not charge for our services. Issue Size G.O. Debt Revenue Debt $1,000,000 or less Negotiable Negotiable $1,000,000 — $6,000 + 1.25 per thousand above $7,000 + 1.60 per thousand above $4,999,999 $1,000,000 $1,000,000 $5,000,000 — $11,000 + 1.20 per thousand above $13,400 + 1.40 per thousand above $9,999,999 $5,000,000 $5,000,000 $10,000,000 — $17,000 +.75 per thousand above $20,400 + 1.00 per thousand above $24,999,999 $10,000,000 $10,000,000 Adiustments to Base Fee Schedule a. Bond Anticipation Notes: 0.50 x base fee. b. Private Placements With A Bank — Single Bond: 0.50 x base fee. c. Preparation of Official Statements: $5,000 for general obligation debt, and $7,500 for revenue debt. PROFESSIONAL SERVICES AGREEMENT - 8- 4/2011 ^ EXHIBIT "C" Fosaszoo �/ , � DATE (MM/DD/YYYY) ,�`coR° CERTIFICATE OF LIABILITY INSURANCE ��. 12/27/2011 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 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 hoider in lieu of such endorsement(s). PRODUCER CONTACT NAME: Commercial Lines -(206) 892-9200 CAL# 0531007 PHONE F� ' E� : NC No : Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 E-^^aa ADORESS: 601 Union Street, Suite 1300 INSURER S AFFORDING COVERAGE NAIC N Seattle, WA 98101-1371 iNSURERA: Hartford Casualty Insurance Company 29424 INSURED � INSURER 6 : FOSTER PEPPER PLLC IN3URER C : 1111 Third Avenue Suite 3400 ..,e,,.,�s„. Seattle, WA 98101 COVERAGES CERTIFICATE NUMBER: 3715466 REVISION NUMBER: See below 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 �TypE OF INSURANCE . ADDL UBR POLICY EFF POLICY EXP �� LTR POLICY NUMBER MM/DD/YYYY MM/DD/YYYY A GENERAL LIABILITY 52UUNK62664 12/31/11 12/31/12 EACH OCCURRENCE $ ������ A AGE TO EN x COMMERCIAL GENERAL LIABILITY PREMISES Ea rrence $ ��� CLAIMS-MADE a OCCUR MED EXP (Any one person) $ 10,000 X WA Stop Gap PERSONAL 8 ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ Z��.�� GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2 ����� X POLICY PR � LOC $ q AUTOMOBIL.E LIABILITY 52UUNKB2664 12/31/11 12/31/12 COMBINED SINGLE LIMIT � Ea accident ANY AUTO � � BODILY INJURY (Per person) $ ALL OWNED SCHEDULED � BODILY INJURY (Per accident) $ AUTOS NON OWNED PROPERTY DAMAGE x HIREDAUTOS x AUTOS Peraccident $ $ A UMBRELLAlIAB� X occuR 52XHUKB1146 12/31/11 12/31/12 �CHOCCURRENCE S �,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ ����� DED X RETENTION $ 0 $ WORKERS COMPENSATION � WC STATU- OTH- AND EMPLOYERS' LIABILITY �� ANY PROPRIETOR/PARTNER/EXECUTIVE � E.L. EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? N � A ' (Mandatory in NH) . - E.L. DISEASE - EA EMPLOYE $ If yes, describe under � . DESCRIPTION OF OPERATIONS below � E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more�apace is required) - 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 City of Federal Way City Hall 33325 8th Avenue South Federal Way, WA 98003 ACORD 25 (2010/05) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACC�RDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE 9«�/�- The AEORD name and logo are registered marks of ACORD OO 1988-2070 ACORD CORPORATION. All rights reserved. have all your rights and duties under this Cov�rage Part. e. Unnamed 3ubsldlary Any subsidiary, and subsidiary thereof, of yours which is a legally incorporated entity of which you own a ilnancial Interest of more than 50% of th� voting stock on the effective date of the Gaverage Part, The insurance eNorded hereln for any subsidiary not named in this Coverage Part as a named Inaured does not apply to InJury or damage wlth respect to which an insured under this Coverage Part is also an Inaured under another policy or wouid be an insured under auch policy but for Its termination or the exhauatlon of ita Ilmlta of insurance. 3. Newly Acqulred or Formed Organlzatlon Any organization you newly acqulre or farm, other than a partnership, jalnt venture or ilmited Ilabliify company, and over which you malntain financia{ interest of more than 60% of th� voting stock, will qualify as a Named Insured if there is no other similar fnsur+ance available to that organization. However; a. Coverage under this provision is afiforded only until the 180th day after you acquire or farm the organization or the end of the policy period, whlchever Is eariier; b. Coverage A does not apply to "bodliy fnjury"" or "prope�ty damage" that occurred before you acqulred or tormed the organization; and c. Coverage B does not appiy to "personal and advertising InJury" arising out of an offens� committed before you acquired or formed the organlzation. 4. Mobile Equlpment Wlth respect to "mobile equipment" registered in your name under any motor vehicle regiatration law, any person is an Insured while driving such equipm�nt alang a public hlghway with your permission. Any afher person or organization responsible for the conduct af such person is also an fnaured, but only with resp�ct ta liebility arisfng out of the operat(on of the equipm�nt, and only if no other inaurance of any kind is av�llable to that person or organlzatlon for thls Ilabllity. However, no person or organizatian Is an insured with reapect to, a. "Bodlly inJury" to a co='emplayee" of the person driving the equipmeni; or b. "Property damage" to property owned'by, rented to, in the charge of or occupled by you or ths employer of any person who is an insured under this provlslon. 5, Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry peraons for e cherge, any person is an insured while oper�ting such watercreft with your permisalon. Any other person or organization responsible for the conduct of such peraon Is elso an insured, but only with respect to Ilablllty arising out of the operation of the watercraft, and only if no other insurence of any kind Is available to that person or organlzatlon for this Ilabllity. However, na person or organlzation is an Inaured wlth respect tc: a. "Bodlly in)ury" to a co-"employee" of the pereon operating the watercraft; or b. "Property damage" to property owned by, rented to, In the charge of or occupied by you or the employer of any person who Is an insured under this provision. 6. Addltlanal Insureds When Requlred By Written Contract, Wrlt#en Agreement Or Parmit The following person(s) or organization(s) ere an additional inaured when you have agreed, in a written contract, written agreement or because of a perm(t Issued by a state or political subdivisfon, that such person or organizatlon be added as an additional Insured nn your policy, provlded the inJury or damage occurs subsequent to the execuNon of the conkract or agreement. A person or organlzation is an additional insured under thls provislon only for that period of time requlred by the contract or agreement. However, no such person or organlzation ia an Insured under this provision If such person or organization is included as an Insured by an endoraement issuad by us and made a part of thls Coverage Part. a, Vendars Any pe�son(s) or organizetion{sj (referred to below as vendor), but only with respect to "bodlly injury" or "property damage" arising out of "your products" which are distributed or sold In the regular course of the vendor's business end only if this Coverage Part provides coverage for "bodfly Injury" or "property damage" included within the "products- completed operations hazard". (1) The insurance afforded the vendor Is subJect to the following additionai exclusions: Thla insurance does not apply to: (a) "Bodily InJury" or "property damage° for which the vendor is obligeted to pey demages by reason oi the assumption of Ilab(Ifty In a contract or agreement. This excluslon does not apply to Ilabliity for damaQes that the vendor would have in the abaence o1 the contract or agreement; Pape 10 of 18 HG 00 01 08 OS