AG 13-162 1 I RETURN TO: AL cs� EXT: Z
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
•
I. ORIGINATING DEPT./DIV: Law/ („,(,11,, 1
2. ORIGINATING STAFF PERSON: utm.)/ sfi/l� EXT: 1"; UC 2 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 1
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
\CONTRACT AMENDMENT(AG#): 13— Re 2, ❑ INTERLOCAL
❑ OTHER •
5. PROJECT NAME: �j�.` Sty t+LAS - W Ail ELLS-`J &cAY\tk t� V O�OV*L v\S
6. NAME OF CONTRACTOR: .Q. _ €.,1c> 44 QVy1yytO # ) LAP
j
ADDRESS:Y1517 , r !l i - !l/ . Al .Ai. II' EPHONE 5723- 22.4 '711 1
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:
vvett.A. Q ill (,N,'},19YL COMPLETION DATE: a,31 a
9. TOTAL COMPENSATION$ 119 I 03)- 100, W (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
RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE BY(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED
X PURCHASING: PLEASE CHARGE TO: DO I - 100 Og 1-Cj I g 31 `.-A I D
W
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
$LAW
/f 12151
11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. ONTRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR DATE SENT: 1 DATE REC'D:
ATTACH: SIGNATURE AUTHORITY, INSURANCE CERT I ATE,LICENSES,EXHIBITS
❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE
INITIAL/DATE SIGNED
'i LAW DEPARTMENT s ' 2 211
1 SIGNATORY(MAYOR OR DIRECTOR) _ • Jr °� I
• CITY CLERK (ilM
c! . SSIGNED AG# - AG#
SIGNED COPY RETURNED DATE SENT:
■
COMMENTS:
I
1
2/2017
CITY OF CITY HALL
,'%• .. Fe d e ra I Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253)835-7000
www cityoffederaiway corn
AMENDMENT NO. 4
TO
PROFESSIONAL SERVICES CONTRACT
FOR
LEGAL SERVICES
This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal
corporation("City"), and Beery Elsner&Hammond, LLP,an Oregon limited liability partnership("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 August 19,2013,as amended by
Amendment No(s). 1, 2, and 3 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, 2018 ("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, are 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 - Rev. 3/2017
CITY OF CITY HALL
1,1 . . Federal Way 33325 8th Avenue South
Federal Way,WA 98003-6325
(253)835-7000
www cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FE P - L WAY: ATTEST:
By: fe f
� I n l
Ji�o 9'el( ayor `7ph.nie Courtney, CM 1I ity Clerk
DATE: / APPROVED AS TO FORM:
J. Ryan Call, City Attorney
BEERY ELSNER& HAMMOND, LLP:
Ji
Printed Name: ✓ ) .y,Z
Title: /37.46.7—
DATE: //
STATE OF OREGON )
) ss.
COUNTY OF
On this day personally appeared before me VAVi4 i Dotw,Owm►+L to me known to be the
of SAS 1 S'i q t■&-4LurQ, that executed the foregoing
instrument,and acknowledged the said instrunteent 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 Is day of itzern , 2017
Notary's signature 12'1 W/AU
Notary's printed name aka✓vie- L-. pt ll;tbY'-
Notary Public in and for the State of Oregon.
My commission expires 3113 .2 I
/, ;; OFFICIAL STAMP
,� C'HERRIE LYNN HOUSTON
`� d NOTARY PUBUC-OREGON r
OJ 'f COMMISSION Na 960301
e(?('
MY COMMfSSION�tPIRE$MARCH 19
AMENDMENT -2 - Rev. 3/2017
RETURN TO: jp , (, :S ,
EXT: 22-
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT. /DIV:L A) `,\I\\
2. ORIGINATING STAFF PERSON: II y ` SV .- 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 O CONTRACT AMENDMENT (AG #): 1 ^ ( r ❑ INT RESOLUTION
RLOCAL
❑ OTHER
5. PROJECT NAME:
6. NAME OF CONTRACTOR:
ADDRESS: \1R
E -MAIL:
SIGNATURE NAME:
i\ 4' +kwi Ockat LL D
L O ► .' I' TELEPHONE ' O3 - 2Llo 1 i ct 1
FAX:
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: COMPLETION DATE: 12.1k 12Z I
9. TOTAL COMPENSATION $ (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
RETAINAGE: RETAINAGE AMOUNT: ❑ RETAINAGE BY (SEE CONTRACT) OR ❑ RETAINAGE BOND PROVIDED
PURCHASING: PLEASE CHARGE TO: O p, -- 11 VD 051 S S, + - _ `, 0
10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
'(LAW 1-12C l l I (I t ,
11. COUNCIL APPROVAL (IF APPLICABLE)
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR
❑ ATTACH: SIGNATURE AUTHORITY,
LAW DEPARTMENT
❑ CHIEF OF STAFF
IGNATORY (MAYOR OR DIRECTOR)
CITY CLERK
SSIGNED AG#
IGNED COPY RETURNED
COMMENTS:
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
DATE SENT: DATE REC'D:
INSURANCE CERTIFICATE, LICENSES, EXHIBITS
INITIAL / DATE SIGNED
ZPP-C/ 1113011#
CITY OF ederal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www atyoffederalway can
AMENDMENT NO. 3
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SERVICES FOR COMCAST FRANCHISE RENEWAL
This Amendment ( "Amendment No. 3 ") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Beery Elsner & Hammond, LLP, an Oregon limited liability partnership ( "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 August 19, 2013 as amended by
Amendment No. 1 and Amendment No. 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, 2017 ( "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, are 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.
AMENDMENT
[Signature page follows]
1 - 1/2015
CITY F
O
�,. Federal Way
CITY HALL
33325 8th Avenue South
Federal Way. WA 98003 -6325
(253) 835 -7000
www cityoffederalway corn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
By:
Jim Ferrell, Mayor
DATE:
BEERY ELSNER & HAMMOND, LLP
By: r,
Printed Name: PI4�L C• SN L'
Title: 1(A--
DATE: I t 134 (IOU
STATE OF e.�� )
) ss.
COUNTY OF Ru4- hbma\u)
On this day personally appeared
u L- of
(position or title)
ATTEST:
Stephanie Courtney, CMC, City Clerk
APPROVED AS TO FORM:
City Attorney,
before me Dud c1. Sys.e.r , to me known to be the
c ` (name of signatory)
r'�t1J f`,''�1% jc'•11` '`�`Il" ^d,�Y1MYld. that executed the foregoing instrument,
(corporation name
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 2-1 day of ►Vrp \e YIN b4W- , 20 14
Notary's signature (JAJJitU a U>vt.-
Notary's printed name MI5 r L-, ii*u s+twt�
Notary Public in and for the State of ) t✓- - L
My commission expires 3f4 /I
OFFICIAL SEAL
CHERRIE L HOUSTON
NOTARY PUBLIC - OREGON
COMMISSION NO. 475880
MY COMMI881 • N _ Pi ti 8MARCH 4, 2017
AMENDMENT
-2- 1/2015
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
1,wr6v cr(yoffedoralway com
IN WITNESS, the Parties execute this Agreement below, effective the Last date written below.
CITY OF - 4 ERAL WAY ATTEST:
411,
By: 411
/erre( , Mayor S (phTdnie Courtney, CMC, Cry Clerk
DATE: / 1/3 f ti APPROVED AS TO FORM:
l,'JL
BEERY ELSNER & HAMMOND, LLP
By: rO*1
Printed Name: P L)e 6. wail,
Title: C-c°.
DATE: i 1 114 [
STATE OF 1 2
ss.
COUNTY OF U, 1Nbr )
City Attorney, h%- z5 , ai *K C\\
On this day personally appeared before me ti;VL to me known to be the
rt 7 (name oisignnte n.)
(Y \ that executed the foregoing instrument,
(position or title) (corporatI& n mm�c
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 21 day of
OFFICIAL SEAL
CHERRIE L HOUSTON
►) NOTARY PUBUC • OREGON
( COMMISSION NO. 475
COMM1eei P :v_� 4 2017
AMENDMENT
IV,ovem6Qi%' 20 1(,
Notary's signature (.J/UJV.4.'.P
Notary's printed name �Y • kiN� twt
Notary Public in and for the State of y
My commission expires 3 941 1 ri
_2_ 1/2015
1
IRETURN TO: l il_ctTi11ir EXT: ZS (D
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: (Ci'i
2. ORIGINATING STAFF PERSON: 611 O ?CCU'IC(,[1 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
❑ GOODS AND SERVICE AGREEMENT
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
XCONTRACT AMENDMENT (AGO: /3 - /(02 ❑ INTERLOCAL
❑ OTHER
5. PROJECT NAME:
Legal Sexv 'iu s C>1rn MASk FraocitSe U c hc. , G
6. NAME OF CONTRACTOR: ' fee, ElSVU ' k41 4y f 1 Qnd LIP
ADDRESS: 1 0 ■r• ., ♦ Q� . i 1 Po a' 0 L. TELEPHONE U -7 ill
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: 8f(R' /(,3
COMPLETION DATE: 121// to
9. TOTAL COMPENSATION $ 1°100 . co (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
X PURCHASING: PLEASE CHARGE TO:
401- I(OD- bSI-5I5-51 -gib
10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
X LAW
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE:
COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D:
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
LAW DEPARTMENT
❑ CHIEF OF STAFF
SIGNATORY(MAYOR�DR DIRECTOR)
CITY CLERK
ASSIGNED AG#
❑ SIGNED COPY RETURNED
COMMENTS:
INITIAL / DATE SIGNED
+G /�:1A/_
&HEMET
AG# /
DATE SENT: 4 -2/ -/b
11/9
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederalway com
AMENDMENT NO. 2
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SERVICES FOR COMCAST FRANCHISE RENEWAL
This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Beery Elsner & Hammond, LLP, an Oregon limited liability partnership ( "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 August 19, 2013 as amended by
Amendment No. 1, as follows:
1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit B -2, attached hereto and incorporated by this reference. The parties by
mutual agreement hereby rescind Exhibit B -1 executed on October 17, 2014 as part of Amendment No. 1 and
replace the additional compensation described in Exhibit B -1 with the additional compensation described in Exhibit
B -2, attached hereto. 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 for the Amended Term. 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, are 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.
AMENDMENT
[Signature page follows]
1 1/2015
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
By:
DATE:
/5//6
BEERY ELSNER & HAMMOND, LLP
By:
Printed Name: Pi AaL C • 600617--
Title: � ji 6.414 ft✓
.d U,
DATE: '' Art, -t' 216
ATTEST:
At A
1.
rk, Stephanie Courtney,
APPROVED AS TO FORM:
City Attorney, Amy Jo Pearsall
STATE OF OREGON )
) ss.
COUNTY OF N{' )
On this day personally appeared before me G4AJ Lto me known to be the
Sam of £ A. S;Gt cam— yew that executed the foregoing
instru ent, and acknowledged the said instrument t be the free and voluntary act and deed of said limited liability
partnership, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute
said instrument.
GIVEN my hand and official seal this U day of Avrttl
Notary's signature L.%Lv„'� U ��
Notary's printed name e h Prr1 -e_ L. 1{S-10 L
Notary Public in and for the Stat of 0 egon.
My commission expires
AMENDMENT
MY C
OFFICIAL SEAL
CHERRIE L HOUSTON
NOTARY PUBUC - OREGON
COMMISSION NO. 475880
MI881• R 'C 24, 2017
2 1/2015
�► Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederahvay com
EXHIBIT B -2
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional
amount not to exceed:
A. TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00) for Legal Services, for a total
not to exceed Forty Thousand and No /100 Dollars ($40,000.00).
B. FORTY -TWO THOUSAND NINE HUNDRED AND NO /100 DOLLARS ($42,900.00) for a Needs
Assessment performed by subcontractor CBG Communications, Inc.
C. TWENTY -ONE THOUSAND AND NO /100 DOLLARS ($21,000.00) for a Financial Review
performed by subcontractor Ashpaugh & Sculco, CPAs, PLC.
The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this
Amendment shall be an amount not to exceed One Hundred Three Thousand Nine Hundred and NO /100 Dollars
($103,900.00).
AMENDMENT
- 3 - 1/2015
RETURN TO: EXT: Z S-"ZD 2
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
Law I Cm i I
1. ORIGINATING DEPT./DIV:
2. ORIGINATING STAFF PERSON: �l.t n ( 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
ACONT'RACTAMENDMENT (AG #): 13-10 A ❑ INTERLOCAL
❑ OTHER
G' !�
5. PROJECT NAME: l�Ucd �V IctS — C(k Ue �1nc }1se- N�af yn5
6. NAME OF CONTRACTOR: Vbmmom L(-p
ADDRESS: 11 f ,r W0111 ?XD Fb( TELEPHONE a)3 2240 --I f9
E -MAIL: DOM is 6jW -IaAj, (+ovy-i FAX:
SIGNATURE NAME: R AW I �A 127veef]� TITLE "►nA a 4r-
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: 8111113 COMPLETION DATE: 121311((0
9. TOTAL COMPENSATION $ 160 1000 (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
2 7�
PURCHASING: PLEASE CHARGE TO: CO I - 1100 —05 J' 1 3i '41 V
10. DOCUMENT /CONTRACT REVIEW INITIAL/ DATE REVIEWED INITIAL / DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
KLAW m p 10 '' I Ll
11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: l0 t (D l LI
❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICA E, LICENSES, EXHIBITS
INITIAL / DATE SIGNED
X LAW DEPARTMENT V12('_ 10 � 1'�: 1N
❑ CHIEF OF STAFF
SIGNATORY (MAYOR OR DIRECTOR)
CITY CLERK e
1 ASSIGNED AG# AG# 1--3-1 A
DATE SENT:
COMMENTS:
11/9
` Feder CITY OF CITY HALL
�.� 8th Avenue South
Federal Way, WA 98003 -6325
Fe d e ra I Way
(253) 835 -7000
www. ciryoffederalway com
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SLUVICES FOR COMCAST FRANCHISE RENEWAL
This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Beery Elsner & Hammond, LLP, an Oregon Limited Liability Partnership ( "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 August 19, 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 ( "Amended Term ").
2. AMENDED SERVICES. The Services or Work, as described in Exhibit "A" and as referenced by Section
2 of the Agreement, shall be amended to include, in addition to work and terms required under the original
Agreement and any prior amendments thereto, those additional services described in Exhibit "A -1 " attached hereto
and incorporated by this reference ( "Additional Services ").
3. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the
Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or
method of payment, as delineated in Exhibit "B-l", 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 Amended Term. 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.
4. 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 OF CITY HALL
33325 ,'�.. Federal Way Feder 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cttyoffederaMW com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
By: _ (�
Jim F ell, ayor
DATE:
BEERY ELSNER & HAMMOND, LLP
By: yam"
Printed Name: tl & .1 Q,
Title: _FAA_471
DATE: 10 Z:3/201
0(Vt -610 N
STATE OF W SHP46T-41 i.T
SS.
COUNTY OF vd w
�•A
ATTEST:
- + _A.� �
WAR11110m, ij-g
Oerk, Stephanie Co tn y, CMC
APPROVED AS TO FORM:
& C
City Attorney, Amy Jo Pearsall
On this day personally appeared before me (Bot mZ(A S, i3tQ.r q , to me known to be the
r �'h�i✓ of f5etf tjeh� L that executed the foregoing
instrument, and acknowledged the said instrulnent 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 �If✓ , 20 � �"
OFFICIAL SEAL Notary's signature
YEN KIM HUYNH Notary's printed name N v l A& 2 Ail }�
NOTARY PUS C- OREGON p .j (�� p�
COMMISSION NO. "5817 Notary Public in and for the State of Washington
WCOMMISSION EXPIRES FEBRUARY13,2016 My commission expires e? • 13 • �,
AMENDMENT - 2 - 1/2010
` CITY OF CITY HALL
'�..., Federal Way 33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. otyoffederahW com
EXHIBIT A -1
ADDITIONAL SERVICES
The Contractor shall do or provide the following in addition to services in previous Exhibits:
Retain Consultants to perform a technical assessment of Comcast Services, a needs assessment and financial review
to be used in negotiations.
AMENDMENT - 3 - 1/2010
` CITY OF CITY HALL
33325 Federal Way Feder 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www clryoffederahvay. com
EXHIBIT B -1
ADDITIONAL COMPENSATION
1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor and additional
amount not to exceed:
A. Twenty -Five Thousand and No /100 Dollars ($25,000.00) for Legal Services, for a total amount not to
exceed Forty- Thousand and No/ 100 Dollars ($40,000)
B. Thirty Thousand and No /100 Dollars ($30,000.00) for Needs Assessment,
C. Fifteen Thousand and No /100 Dollars ($15,000.00) for Technical Assessment and
D. Fifteen Thousand and No /100 Dollars ($15,000.00) for Financial Review.
The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and
this Amendment shall be an amount not to exceed One Hundred Thousand and No/ 100 Dollars ($100,000.00).
AMENDMENT - 4 - 1/2010
RETURN TO: ,m-an n ✓ EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: I UAA )
2. ORIGINATING STAFF PERSON: I hA j�� � 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
X PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG
❑ REAL ESTATE DOCUMENT
❑ ORDINANCE
• CONTRACT AMENDMENT (AG #):
• OTHER
5. PROJECT NAME:
6. NAME OF CONTRACTOR:
ADDRESS: 1-1*9p_
E -MAIL: fxly" Q a
❑ SECURITY DOCUMENT (E.G. BOND RELATEDDOCUrIENTS)
❑ RESOLUTION
❑ INTERLOCAL
E9205,11T., �1070,0-'Ml MlAvm-
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:
COMPLETION DATE:
9. TOTAL COMPENSATION $ 15 wo (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, $
PURCHASING: PLEASE CHARGE TO: ( JIM '" "mil - 2L "l
10. DOCUMENT /CONTRACT REVIEW
• PROJECT MANAGER
• DIRECTOR
• RISK MANAGEMENT (IF APPLICABLE)
)( LAW
11. COUNCIL APPROVAL (IF APPLICABLE)
PAID BY: ❑ CONTRACTOR ❑ CITY
INITIAL / DATE REVIEWED INITIAL/ DATE APPROVED
COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE:
12. CONTRACT SIGNATURE ROUTING
SENT TO VENDOR/CONTRACTOR DATE SENT: �(p DATE RECD: I9 _
ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS
L /DATE SIGNED
;Q LAW DEPARTMENT �9
SIGNATORY (MAYOR OR DIRECTOR)
CITY CLERK oms '
ASSIGNED AG# AG# Z __
DATE SENT:
COMMENTS: �v
Ran l ofjMV_ al
1/9
This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Beery Elsner & Hammond, LLP, an Oregon Limited Liability Partnership ( "Contractor "). The
City and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any
notice required under this Agreement:
BEERY ELSNER & HAMMOND, LLP:
Pamela Beery
1750 SW Harbor Way, Suite 380
Portland, OR 97201 -5106
(503) 226 -7191 (telephone)
(503) 226 -2348 (facsimile)
pam @gov- law.com
The Parties agree as follows:
CITY OF FEDERAL WAY:
Patricia Richardson
33325 8t' Ave. S.
Federal Way, WA 98003 -6325
(253) 835 -2562 (telephone)
(253) 835 -2569 (facsimile)
.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
such 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.
{00326283; 1 }PROFESSIONAL SERVICES AGREEMENT - 1 -
9/2012
CITY OF CITY HALL
8th
Fed ` ra l Way Feder 8th Avenue South
'ipw Federal Way, WA 9$003 -6325
(253) 835 -7000
www cityoffederaJway 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 - 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, including the duty and cost to defend, hereunder shall
be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend
and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers
to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or
acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of
indemnification.
5.2 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.
{00326283; 1 }PROFESSIONAL SERVICES AGREEMENT -2-
9/2012
clTV OF CITY HALL
33325 lftmz�_,
Fe d e rG l Way Feder 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cityoffederahvay com
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
$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.
6.2. No Limit of Liability. 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.
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, 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
{00326283; 1 }PROFESSIONAL SERVICES AGREEMENT -3-
9/2012
CITY OF HALL
3332
Federal 33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www ciryottederahvw com
to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its
authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement.
10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor
and that the Contractor has the ability to control and direct the performance and details of its work, the City being
interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay
Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax 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 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. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made
possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its
subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any
person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin,
marital status, 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.
{00326283; 1 {PROFESSIONAL SERVICES AGREEMENT -4-
9/2012
CITY OF CITY HALL
Federal Way Feder
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www cifyoffederalway com
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 fled 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]
{00326283; i }PROFESSIONAL SERVICES AGREEMENT -5-
9/2012
CITY OF CITY HALL
Federal Aft �� Feder 8th Avenue South
OM N� Federal Way, 1%UA 98003 -6325
(253) 835 -7000
awvw cityoffederalway com
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
City Attorney, Patricia A Richardson
DATE: 9I I q l/ 3
BEERY ELSNER & HAMMOND, LLP
By: L4 ?
Printed Name: Y 4A
Title: F6LA+ 1tji
DATE:
15 / 13
6rX- 061C1fj
STATE OF )
) ss.
COUNTY OF Mk Hyll'i M &� )
ATTEST:
ffiAv 00pn U'u-ij -
rty Clerk, Carol McNe ly, C
On this day personally appeared before me �a to me known to be the
of i}-y- _Q@-tM-&-1n )- that executed the foregoing
instrume t, and acknowledged the said inhrument 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 & , 2013.
Notary's signature�"�
Notary's printed name -evri 1�+
Notary Public in and for the State of Washington.
IAL. sea.
My commission expires 3
OFFIC
CHERRIE L HOUSTON
NOTARY PUBIC - OREGON
CGMM 68ION NO. 4758W
IN 17
{00326283; I }PROFESSIONAL SERVICES AGREEMENT -6-
9/2012
CITY OF CITY HALL
Federal W ay ay Feder 8th Avenue South • 18 Box 9718
\Y� \Yl Federal Way, WA 98063 -9718
4:�kk
(253) 835 -7000
www cityoffederaiway com
EXHIBIT "A"
SERVICES
1. The Contractor shall do or provide the following:
Legal services regarding cable franchise renewal negotiations.
(00326283;1 )PROFESSIONAL SERVICES AGREEMENT -7-
9/2012
�4k CITY OF CITY HALL
'.... Federa I Way 33325 8th Avenue South • PO Box 9718
Federal Way, WA 98063 -9718
(253) 835 -7000
www cityoffederahvay com
EXHIBIT "B"
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed
Fifteen Thousand and No /100 Dollars ($15,000.00).
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:
Partners and Of Counsel Attorneys: $245
Associate Attorneys: $225
Paralegals: $125
Legal Assistants: $95
(00326283; 1 )PROFESSIONAL SERVICES AGREEMENT -8-
9/2012
Ei ►bid' `/ c
A� °® CERTIFICATE OF LIABILITY INSURANCE
8;;;2013 ""'
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 holder in lieu of such endorsement(s).
PRODUCER
Beecher Carlson Insurance Agency LLC
3256 Hillcrest Park Drive
Medford OR 97504
NT
NAMEACT Cathy DamStra- Lepley, CIC
PHONE. .(541)772-1111 FAX . (SCl)772 -3765
EMAIL Cathy. damstralepley @beechercarlson.com
INSURERS AFFORDING COVERAGE
NAIC #
INSURERA:Travelers Casualty Ins Cc of
19046
INSURED
BEERY, ELSNER & HAMMOND, LLP
1750 SW HARBOR WAY # 380
PORTLAND OR 97201
INSURER 8:
/1/2013
INSURER C:
EACH OCCURRENCE
INSURER D:
PREMISES Ea n
INSURER E :
MEDEXP An one person)
1 INSURER F:
PERSONAL 8 ADV INJURY
CAVFRArFS CERTIFICATF NI IMRFR2013 GL & BA REVISION NUMBER:
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.
IN
LTR SR
TYPE OF INSURANCE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Federal Way
POLICY NUMBER
MM DC EFF
P UDDYIYYYPY
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE a OCCUR
X
804738X034
/1/2013
/1/2014
EACH OCCURRENCE
$ 2,000,000
PREMISES Ea n
$ 300,000
MEDEXP An one person)
$ 5,000
PERSONAL 8 ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
$ 4,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
Fil POLICY PRO- LOC
PRODUCTS - COMPIOP AGG
$ 4,000,000
$
A
AUTOMOBILE LIABILITY
ANY AUTO
ALL ED SCHEDULED
X X NON -OWNED
HIREDAUTOS AUTOS
804738X034
/1/2013
/1/2014
a ci L I
include
BODILY INJURY (Per person)
$
BODILY INJURY (Per aotident)
S
PROPERTY DAMA E
(Per accident)
$
$
UMBRELLA UAB
EXCESS LIAB
CLAIMS -MADE
EACH OCCURRENCE
$
HOCCUR
AGGREGATE
$
DED I I RETENTION
$
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE Q
OFFICERIMEMBER EXCLUDED?
(Mandatory In NH)
1f es, describe under
DESCRIPTION OF OPERATIONS below
A
NIA
I WC STA U-
I TORY L1 WI TS OETR
E.L. EACH ACCIDENT
$
E.L. DISEASE - EA EMPLOYE
$
E.L. DISEASE - POLICY LIMIT
S
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, It more space M required)
Blanket Additional Insured, CGD105, 04/94. Coverage is subject to policy terms, conditions, and
exclusions.
f`C0TICIrATC Ut%I nco rAFJt =I I ATInN
ACORD 25 (2010105) ®1933 -2010 ACORD CORPORAL ION. All rlghm reserved.
IN.S02S ron1(kKl n1 Tho Annon name and Innn 2ro nanietororl marlre of Arnion
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Federal Way
ACCORDANCE WITH THE POLICY PROVISIONS.
33325 8th Ave. 3
Federal Way, WA 98003 -6325
AUTHORIZED REPRESENTATIVE
C Damstra- Lepley, CIC a
ACORD 25 (2010105) ®1933 -2010 ACORD CORPORAL ION. All rlghm reserved.
IN.S02S ron1(kKl n1 Tho Annon name and Innn 2ro nanietororl marlre of Arnion
www.saif.com
OREGON WORKERS COMPENSATION
CERTIFICATE OF INSURANCE
CERTIFICATE HOLDER:
CITY OF FEDERAL WAY WASHINGTON
33325 8TH AVE SOUTH
FEDERAL WAY, WA 98003
i sai F
rocorporation
The policy of insurance listed below has been issued to the insured named below for the
policy period indicated. The insurance afforded by the policy described herein is subject to
all the terms, exclusions and conditions of such policy.
POLICY NO. POLICY PERIOD ISSUE DATE
900543 01/01/2013 to 01/01/2014 08/07/2013
INSURED: BROKER OF RECORD:
BEERY ELSNER & HAMMOND LLP
1750 SW HARBOR WAY STE 380
PORTLAND, OR 97201 -5106
LIMITS OF LIABILITY:
Bodily Injury by Accident $500,000 each accident
Bodily Injury by Disease $500,000 each employee
Body Injury by Disease $500,000 policy limit
DESCRIPTION OF OPERATIONS /LOCATIONS /SPECIAL ITEMS:
All Operations
IMPORTANT:
The coverage described above is in effect as of the issue date of this certificate. It is subject to change
at any time in the future.
This certificate is issued as a matter of information only and confers no rights to the certificate holder.
This certificate does not amend, extend or alter the coverage afforded by the policies above. This
certificate does not constitute a contract between the issuing insurer, authorized representative or
producer and the certificate holder.
CANCELLATION:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE
THEREOF, NOTICE WILL BE DELIVERED TO THE POLICYHOLDER AND CERTIFICATE HOLDER IN
ACCORDANCE WITH THE POLICY PROVISIONS AND OREGON LAW. SAIF WILL ENDEAVOR TO
PROVIDE WRITTEN NOTICE WITHIN 30 DAYS WHENEVER POSSIBLE.
AUTHORIZED REPRESENTATIVE
President and CEO
400 High Street SE
Salem, OR 97312
P: 800.285.8525
F: 503.373.8020
Policy—Batch CertiflcateOfInsurance