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AG 13-044I I RETURN TO: H-nn i 0x- EXT: ZSIo Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �Q 1A) I c� l .1 t 2. ORIGINATING STAFF PERSON: Pft,4 )O P& i 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 ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) • ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT (AG #): �jl -o Ll ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: li 6. NAME OF CONTRACTOR:�,� i�ePDe 1r Q�LC ADDRESS: TELEPHONE E- MAIL,: FAX: SIGNATURE NAME: TITLE 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: Z 12,t 11 3 COMPLETION DATE: ZI3( I [to 9. TOTAL COMPENSATION $ 501 060 (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 ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 001 - U00 - Us7 l - S I s - -b I _ L.I [ C) 10 DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW 11. COUNCIL APPROVAL (IF APPLICABLE) mac, u l t h" COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT: I2� Z I I H DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS X LAW DEPARTMENT INXTIAL / DATE SIGNED ffe l/ q //S ❑ CHIEF OF STAFF X SIGNATORY MAYOR OR DIRECTOR) CITY CLERK XASSIGNEDAG# AG# 3 - -c++ DATE SENT: A- l COMMENTS: 11/9 CITY OF �/"" CITY HALL ! l a Federal 8ih Avenue South Federal Federaf Way, WA 98003 -6325 (253) 835 -7000 kvwty: cayoffederalway. com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ( "Amendment No. 1 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and 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 February 21, 2013, 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, 2016 [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 CITYY OF CITY HALL A4 F�rr �r+i ! 41f IE Y Gi Feder 8th Avenue South %, Federal Way, WA 98003 -6325 (253) 835 -7000 vvww cityoh`ederahvay com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Jim FFfV, MaKr DATE: FOSTER PEPPER, PLLC By; (,4r, �3 Printed Name: •1� 6Y, �) ; 4 (t a • / Title: Member DATE: December 30, 2014 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: Vitlerk, Stephanie Court ey, MC APPROVED AS TO FORM: W6 v for City Attorney, Amy Jo Pearsall On this day personally appeared before me Nancy Neraas to me known to be the MP,-mher of stpr Pepper PLIC 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 hr/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN nd and official seal this 30th day of December , 2014. I AMgS, G N'Z *, �f,. /i, Notary's signature i �o -1^R� �`�N,; Notary s printed name aki 0 ; Z Notary Public in and for the State of Washington. A�g��� `= �o : My commission expires 4-161-11 01 /1//, +� 0 \ N t AMENDMENT - 2 - 1/2010 xE�rvxrr To: ExT: 2S (0 2 CITY OF FEDERAL WA� LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �,f�lW .� ClV I� 2. ORIGINATING STAFF PERSON: �Ot�' �ICY Il.tr��l'1 EXT: ZS�02 3. DATE REQ. BY: 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTR4CTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT 0 SMALL OR LIMITED PUBLIC WORKS CONTRACT �PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT 0 HUMAN SERVICES / CDBG ❑ REAL ESTAT'E DOCUMENT ❑ SECURITY DOCUMENT (s.G. sormxELa� Doctm�rrTS> ❑ ORDINANCE ❑ CONTR.ACT AMENDMENT (AG#): ❑ OTHER ❑ RESOLUTION ❑ 1NTERLOCAL 5. PROJECTNAME: �r1Q,� �li�S - —� — — - 6. NAME OF CONTRACTOR: ADDRESS: II T � E-MAIL: SIGNATURE NAME: FAX: TITLE 7. EXHIBITS AND ATTACHIVIENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTffICATE � ALL OTHER REFERENCED EXHIBTf S ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: I 2- � 3� �(�-( 9. TOTAL COMPENSATION $�O , O�(� (INCLUDE EXPENSES AND SALES TAX, g',41vY) (IF CALCULATED ON HOURLY LAB R CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES ❑ No ff YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: O CONTRACTOR � CI'I'Y � PURCHASING: PLEASE CHARGE TO: (�I '' II dO "� OS I��7� S�"� �—�� C7 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 0 PROJECT MANAGER ❑ DIRECTOR O RISK MANAGEMENT (tF aPPLiC.�,BLE) �, LAW , ( ( � �• (2. � • 2 • � � A, S �x��- � � /}. v 11. COUNCIL APPROVAL (IF �PL�Ca,BLE) COMMITTEE APPROVAL DATE: COUNCII, APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING �SENT TO VENDOR/CONTRACTOR DATE SENT: �ZI4I�2 DATE REC'D: Z �� �3 ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �LAW DEPARTMENT J�SIGNATORY (1v�a,YOR Ox D�cTOx) CIT'Y CLERK ASSIGNED AG# � TIAL / DATE SIGNED �•��•��� .Z .4 AG# "D� m TL' CFT T'7'. 11/9 s w � � � � �. . s • GITY HALL 33325 8th Avenue Sauth Federal Way, WA 98Q03-6325 {253) 835-7QOfl mvwtiv cityaifecierai►vay. cam 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 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: FOSTER PEPPER, PLLC Michael S. Schechter 1111 Third Ayenue, Suite 3400 Seattle, WA 98101 (206) 447-4669 (telephone) (206) 749-2165 (facsimile) schmi�a,foster.com The Parties agree as follows: CITY OF FEDERAL WAY: Patricia Richardson, City Attorney 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 835-2570 (telephone) (253) 835-2569 (facsimile) Pat Richardson�a citxoffederalway.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"), subject to Exhibit "A". 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, subject to Exhibit "A". 3. TERMINATION. Either party may terminate this Agreement at any time consistent with the Washington Rules of Professional Conduct. 4. COMPENSATION. 4.J 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. 4.2 Method of Pavment. 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. 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 PROFESSIONAL SERVICES AGREEMENT - 1- 9/2012 . � fll�t� � :w � � .+�.. s CITY HALL ���� 33325 8th Aventae Sauth Federa} Way, WA 98003-6325 (253) 835-70{30 wruwv crtyca(federahsvay. com appropriate City representative of the voucher or invoice. 4.3 Non-A�propriation 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. 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, representa.tives, 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 $1,000,000 for each occurrence and $1,000,000 general aggregate. d. Professional liability insurarice 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 occuning by reason of acts, errars or omissions of the Contractor. 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as reyuired 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. 6.3. Additional Insured, Verification. The City shall be named as add�tional insured on all commercial general liability insurance policies, but only with respect to the Services to be provided under this Contract. Concurrent with the execution of this Ageement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as E�ibit "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, 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 modifed 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. PROFESSIONAL SERVICES AGREEMENT - 2- 9/2012 . lulpp����, :., � :. .. CITY HALL ��1 '� �� 33325 8th Avenue South FederaE Way, WA 98003-6325 {253} 535-7000 wwtiv. aty+�ffe�terahvay. com 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax 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 beneft 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 agees to indemnify any losses the City may sustain through the Contractor's failure to do sa 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; consistent with the Rules of Professional Conduct. 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 EMI'LOYER. 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 ar regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreements 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 Ea�hibits 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, PROFESSIONAL SERVICES AGREEMENT - 3- 9/2012 CITY tiF � ��.r � � ��' CITY HALL ■' t�� 33325 8th Avenue Sautt� � M FederaE Way, WA 98003-632� {253} 835-7t300 wv�nv crfyOffederatvmy.com 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, dii%rence, 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 - 4- 9/2012 � CI7Y QF �•.... ��.s ��'i+c� � CITY FlALL ���� 33325 8th Avenue South Federa! Way, WA 98003-6325 (253} 835-7000 www crtyotfederahvay. cam IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY � � Skip Prie , Mayor DATE: 2" Z �' Z-O � 3 ATTEST: City Clerk, Carol McNeill , CM APPROVED AS TO FORM: Q� � ity Att y, Patricia A Richardson FOSTER PEPPE , LC ---� By: Printed Name: � " C�GF'��l— �- ���'��� Title: ���"� ��� DATE: ���� � � STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day per onall appeared be ore me U� � o, to me known to be the c/�n►C�/1 C�� of C 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 i�ay of 2013. '� _ �`r�.�,�''''�e, Notary's signature (,�7l�� !.� ��� �q�pa''���i�� Notary's printed name `3LC �Ze' ��o R�. y� � Notary Public in and for the State of Washingt - � _ �'% � My commission expires �}^q-1 � . Ael'd�A.�rF s � -T �� a"� � � ���1� � � �0=>!9+'v'-o@iA4<'���� a� �,�,�` �A�Ni�°�� PROFESSIONAL SERVICES AGREEMENT - 5- 9/2012 . � � � • w EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: CITY HALL 33325 8th Auenue Sauth • PO Box 9718 Federaf Way, WA 9$Q63-971$ �2��� aa�aa�o www. cityoffederatway cam LEGAL SERVICES, as may be requested by the City during the Agreement Term. In addition to general legal questions, individual engagements may be separately offered by the City and accepted by Foster Pepper, to be documented by a separate letter to conform to the provisions of this Agreement. PROFESSIONAL SERVICES AGREEMENT - 6- 9/2012 . • � w� �„� .�e � ae � EXHIBIT "B" COMPENSATION GITY HALL 33325 8th Avenue Sauth • PO Box 9718 Federaf Way, WA 98063-9718 (253j 835-7Q00 tnnvw. cityoti`ederat�vay. com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Fifty Thousand and 00/100 Dollars ($50,000.00). 2. Method of Compensation: Hourly rate: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: Mike Schechter Steve DiJulio Steve Peltin Janelle Milodragovich Greg Guedel Milt Rowland $315/hr $460/hr $385/hr $315/hr $385/hr $295/hr PROFESSIONAL SERVICES AGREEMENT - 7- 9/2012 �oRV' �c�i,bi�- C ., 258251 CERTIFICATE OF LIABILITY INSURANCE I DATE(MM/OD/YYYY) 1/2/2013 THI'S 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 policfes may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER NAME: Commercial Lines -(206) 892-9200 CAL# 0531007 PHONE F� � AIC No : Wells Fargo Insurance Services USA, Inc. - CA Lic#: OD08408 ADDRESS: . 601 Union Street, Suite 1300 INSURER S AFFORDING COVERAGE �C � Seattle, WA 98101-1371 iNSUReRn: Hartford Fire Insurance Company 19682 INSURED iNSUReR e: Hartford Casualry Insurance Company 29424 FOSTER PEPPER PLLC INSURER C: 1111 Third Avenue Suite 3400 INSURER D: INSURER E : Seattle, WA 98101 COVERAGES CERTIFICATE NUMBER: 5432327 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. �L� ppp� g POLICY EFF POIJCY EXP UMITS TYPE OF INSURANCE POLICY NUMBER MMlDD MMIDDIY1fYtt GENERAL LIABILITY EACH OCCURRENCE 8 �•���� q 52UUNK62664 12/31/2012 12/31/2013 DAMAG�70 R NTE %� COMMERCIAL GENERAL LfA81LITY PREMISES Ea occurtence S 300A00 CLAIMSMADE � OCCUR MED EXP (Any one ) S 10.� X WA Stop Gap PERSONAL & ADV INJURY $ ���•� GENERAL AGGREGATE $ 2��•� GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2•��� X POLICY PR� LOC $ q nuTOMOei� unsiurr 52UUNKB2664 12/31/2012 12/31/2013 COMBINED SINGLE LIMIT �� o� Ea accident BODILY INJURY (Per person) S ANY AUTO ALL OWNED SCHEDULED BODILY �NJURY (Per accident) $ AUTOS NON-OWNED PROPERTY DAMAGE $ X HIRED AUTOS x AUTOS Per acadent 3 B x UMBRELLA WB x occuR 52XHUK61146 12/31/2012 12/31/2013 �CH OCCURRENCE S �•��� EXCESS LIAB CLAIMS-MADE AGGREGATE E �•�•� DED X RETENTION ���� $ WC STATU- OTH- WORKERS COMPENSATION AND EMPLOYERS' LIABIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/ N E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? � N / A (MandaWry in NH) E.L. DISEASE - EA EMPLOYE S Ify�s desaibe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES {Attach ACORD 101, Addltlonal Rsmarks Schedule, If more space 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 City of Federal Way City Hall 33325 8th Avenue South Federal Way, WA 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISiONS. AUTHORIZED REPRESENTATIVE g��,�.,/.� The ACORD name and logo are registered marks of ACORD �O 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) I IIIIIII III IIIIIII IIII IN� IIIIII IIII I'lll IIIII IIIII �III IIII) IIIII �III IIIN �I�I INI IIII •cveo3novoozoa+rozrosroro�oro• �� n �� ��