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AG 14-0711 I RETURN TO: jV / EXT: a777 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: b1 J V v 2. ORIGINATING STAFF PERSON: meltiaigl2 EXT: 6Q5L('c? 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 CCONTRACT AMENDMENT (AG #): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Ler ( AV a I 1 iL v 6. NAME OF CONTRACTOR: TELEPHONE ADDRESS: go, S =' ) /t_ _ DDS ti#1 gyp' — I{I'/7' 7j E -MAIL: K$(A4f�,te4i, t . om� b07,1) . C.Ov11 FAX: SIGNATURE NAME: {[q/i1 12.4, td TITLE p tt4fO 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: V 1. -t Art ac COMPLETION DATE: /02 /a / //B 9. TOTAL COMPENSATION $ L1I /Ng % J/ /t/� /`'D� (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: Dot - -11Up" 05 l -'S 1✓ -3) -410 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) `�L 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 ❑ CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE 1LAW.DEPARTMENT GNATORY (MAYOR OR DIRECTOR) VI CITY CLERK ❑ ASSIGNED AG# ,`SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SI D AG# DATE SENT: 5•q•l} 2/2017 £Federal Way J CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www alyo/federalwny. corn AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ( "Amendment No. 4 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Ogden Murphy Wallace, a 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 April 24, 2014 , as amended by Amendment Nos.1, 2, and 3 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 -4, 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. 2. GENERAL PROVISIONS. Alt 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 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffedera/wey. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Jim Ferrell, Mayor DATE: OGDEN MURPHY WALLACE.,PLLC: By: — - Printed Name: ,ea � /'P Title: Acdoie Date: 5/0-40/ 7 Stephanie Courtney, CMC, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF K) N (-7 ) On this day personally appeared before me {[I.rr,A SAcelka , to me known to be the tAtikt o-cr of Qqdtrt Murp4tm W/Att . that executed the foregoing instrument, and acknowledged the said instrument tb'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 LPL- day of �►�� f0TA'pi- i u Pt 1 silo OE WAstk\ .4t AMENDMENT Notary's signature Notary's printed name Notary Publi in and for the State of Washington. My commission expires y -24'ZA - 2 3/2017 CITY QF NA d e ra I Way CITY HALL 33325 Sth 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 FE P RAL WAY: By: J. ell ayo DATE: c OGDEN MURPHY WALLACE Printed Name: ,e4c°5 ► Title: Date: S -720/3 STATE OF WASHINGTON ) COUNTY OF K.) N is Ss. ATTEST: STph.nie Courtney, CMC, APPROVED AS TO FORM: (Iva J. Ryan Call, City Attorney Clerk On this day personally appeared before me ufkatt , to me known to be the WAusb4-r of p4(kri £Harp W JA .c.e-. Q t.L-G. that executed the foregoing instrument, and acknowledged the said instrument tube 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 1 01 Notary's signature Notary's printed name Notary Publi ► in and for the State of Washington. My commission expires 1( -2a -20 AMENDMENT - 2 - 3/2017 CITX OF Federal Way EXHIBIT B -4 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalwny corn 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed One Hundred Thousand and NO /100 Dollars ($100,000.00). 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 Fifty Thousand and NO /100 Dollars ($150,000.00). 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: Zach Lell W. Scott Snyder Jim Haney Elana Zana Karen Sutherland Meghan Frazer Daniel Kenny $320.00 per hour $320.00 per hour $320.00 per hour $320.00 per hour $260.00 per hour $220.00 per hour $205.00 per hour In consideration of the Contractor performing the Services related to the ROW Legal Advice Consortium, the City agrees to pay the contractor in accordance with the buy -in and fee structure established in the engagement letter attached as Exhibit A -4 in Amendment No. 3. AMENDMENT - 3 - 3/2017 IRETURN TO: CITY 0 )4A, (1441/ ov\ xT: 7� FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: 004- 00.AltAr / LIAAA) `SSA OVIV S EXT: 'MR/ 3. DATE REQ. BY: 2. ORIGINATING STAFF PERSON: 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) CCONTRACTAMENDMENT (AG #): 14 l ❑ INTERLOCOAL OTHER 5. PROJECT NAME: � I{ ■ J'e-V' ■ u-S 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: 0ckr\ VAwrphy Vklloot TELEPHONE 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: (�1'�(�COMPPLETION DATE: 9. TOTAL COMPENSATION $`/0 0100 -' 2 A C0)0v v- 00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LAIR CHARGE -A TAT CH SCHEDULES O 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: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) '_LAW po _ t t 0cY 0S" l -C.-CC -31-Li ( O INITIAL / DATE REVIEWED INITIAL / DATE APPROVED © 1I11IS/ 16 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING I �a tSENT TO VENDOR/CONTRACTOR DATE SENT: )( J (7 1 ID DATE REC'D: /1 (C / Y ATTACH: SIGNATURE AUTHORITY, INSURANCE CERT FIIICCCAT , LICENSES, EXHIBITS I ,AW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: / DAT SIGNED -fJ /MUM AG# ,_re DATE SENT: 11-14 -alp CITY or Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederolwoy.com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ( "Amendment No. ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Ogden Murphy Wallace, a 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 April 24, 2014, as amended by Amendment Nos. l and 2 as follows: 2. AMENDED SERVICES. The Services, as described in Exhibit A and A -1 and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments thereto, those additional services described in Exhibit A -3 and A -4 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 -3, 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 rates for the Term of the Agreement. Except as otherwise provided in an attached Exhibit, the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 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, 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 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) $35 -7000 www.ctyoffe erolway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY By: Jim • l 1, f ayor DATE: OGDEN MURPHY W1LLACE, PLLC By: Printed Name: Title: DATE: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) ATTEST: h lie Courtney, CMC, Cit APPROVED AS TO FORM: Acting City Attorney On this day personally appeared before me tJ ,Sc.art Sn4 fry , to me known to be a member of Ogden Murphy Wallace, PLLC, that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, 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 I r day of NOV ' , 204 AMENDMENT Notary's signatureit7f Notary's printed name E I12a tom. s 0Ljljyl4. Notary Public in and for the State of Washington. My commission expires 02.- 11 �Q - 2 - 1/2015 CITY dF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.oryortedernlway.com EXHIBIT A -3 ADDITIONAL SERVICES The Contractor shall do or provide the following in addition to Services in previous Exhibits: Contractor shall provide legal services in relation to the ROW Legal Advice Consortium in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City. The services are further described in the engagement letter attached as Exhibit A -4. AMENDMENT - 3 - 1/2015 CITY OF Fed al Way EXHIBIT A -4 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com Mobilitie Consortium Engagement Letter OGDEN MURPHY WALLACE November 15, 2016 VIA US MAIL AND EMAIL City of Federal Way c/o Mayor Jim Ferrell 33325 8th Ave S Federal Way, WA 98003 Re: Mobilitie /ROW Legal Advice Consortium Dear Mayor Ferrell: OGUEN MURPHY WALLACE, PLLC 901 FIr7H AVENUE, SUITE 3500 SEATTLE, WA 98164'2008 T 206 447.7000 F 206. 447.0215 OM W LAW.COM W. Scott Snyder 206.447.2260 ssnyder@omwlaw.com As you are aware, a number of cities within the Puget Sound area have been approached by Mobilitie for a franchise /master right of way permit related to Mobilitie's proposed build -out of their facilities. In addition, Mobilitie has requested the ability to place poles within the rights of way and has described a wireless backhaul service that is different than other telecommunications providers in the area. Considering the large number of cities affected by Mobilitie's request for a franchise /master right of way permit, Ogden Murphy Wallace, P.L.L.C. is forming a consortium of cities to analyze, draft and negotiate Mobilitie's request. Based on conversations with other cities, the consortium currently consists of the following cities: Mountlake Terrace, Kent, Bellevue, Redmond, Kirkland, Mukilteo, Spokane Valley, Puyallup, Gig Harbor, Ellensburg, Renton, Issaquah, Mount Vernon, Walla Walla, Bremerton, Richland, Oak Harbor, Snohomish, Shoreline, Bothell, Lake Stevens, Des Moines, Stanwood and Federal Way. W. Scott Snyder, Elana Zana and Daniel Kenny will be the principal attorneys leading the consortium. We will keep you apprised of the progress in the matter and unless otherwise directed by the City of Federal Way, Mark Orthmann will be our primary point of contact. Potential Conflict of Interest Waiver Our Rules of Professional Conduct (the State standards governing our ethical obligations) discourage us from representing a consortium of cities unless you each consent after full disclosure. A risk of common representation is that a future conflict between the parties could arise. In the event of a future conflict, Ogden Murphy Wallace will withdraw from further representation of those cities in this matter. Obviously, we will at all times take reasonable steps to safeguard the confidentiality of all of your communications and documents. We do not believe that our ability to represent your city in connection with this matter will be adversely affected by our AMENDMENT - 4 - 1/2015 CITY OF Fed al Way EXHIBIT A -4 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www.cityoffederalway.com Mobilitie Consortium Engagement Letter OGDEN MURPHY WALLACE November 15, 2016 VIA US MAIL AND EMAIL City of Federal Way c/o Mayor Jim Ferrell 33325 8th Ave S Federal Way, WA 98003 Re: Mobilitie /ROW Legal Advice Consortium Dear Mayor Ferrell: OGUEN MURPHY WALLACE, PLLC 901 FIr7H AVENUE, SUITE 3500 SEATTLE, WA 98164'2008 T 206 447.7000 F 206. 447.0215 OM W LAW.COM W. Scott Snyder 206.447.2260 ssnyder@omwlaw.com As you are aware, a number of cities within the Puget Sound area have been approached by Mobilitie for a franchise /master right of way permit related to Mobilitie's proposed build -out of their facilities. In addition, Mobilitie has requested the ability to place poles within the rights of way and has described a wireless backhaul service that is different than other telecommunications providers in the area. Considering the large number of cities affected by Mobilitie's request for a franchise /master right of way permit, Ogden Murphy Wallace, P.L.L.C. is forming a consortium of cities to analyze, draft and negotiate Mobilitie's request. Based on conversations with other cities, the consortium currently consists of the following cities: Mountlake Terrace, Kent, Bellevue, Redmond, Kirkland, Mukilteo, Spokane Valley, Puyallup, Gig Harbor, Ellensburg, Renton, Issaquah, Mount Vernon, Walla Walla, Bremerton, Richland, Oak Harbor, Snohomish, Shoreline, Bothell, Lake Stevens, Des Moines, Stanwood and Federal Way. W. Scott Snyder, Elana Zana and Daniel Kenny will be the principal attorneys leading the consortium. We will keep you apprised of the progress in the matter and unless otherwise directed by the City of Federal Way, Mark Orthmann will be our primary point of contact. Potential Conflict of Interest Waiver Our Rules of Professional Conduct (the State standards governing our ethical obligations) discourage us from representing a consortium of cities unless you each consent after full disclosure. A risk of common representation is that a future conflict between the parties could arise. In the event of a future conflict, Ogden Murphy Wallace will withdraw from further representation of those cities in this matter. Obviously, we will at all times take reasonable steps to safeguard the confidentiality of all of your communications and documents. We do not believe that our ability to represent your city in connection with this matter will be adversely affected by our AMENDMENT - 4 - 1/2015 CITY QF "... Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoTh deraitwoy. com representation of the other jurisdictions. We will, however, be happy to discuss any reservations that you may have regarding these matters. This joint representation agreement does not preclude the individual representation of a city when addressing a concern unique to that specific city or where the city wishes to take actions independently of the others. Examples could include different procedures in city codes, attendance at a council meeting, or providing counsel on legal issues specific to a city. We will keep you informed of the progress with Mobilitie as well as decision points. You may at any point decide to continue independently of the consortium. legal Fees The primary advantage of joint representation is that you will most likely save time and legal fees in having one set of lawyers analyze, draft and negotiate with Mobilitie. Additionally, the costs associated with the joint representation would be equally split between the participating cities. We estimate that Federal Way's current proportional share would be about 5 %, which would decrease with the addition of new cities. In addition, a "buy in" of $6,500 (Six Thousand and Five Hundred Dollars) will be charged to reflect work done to date. This amount will be applied to the bills of current members. Should future members join, Federal Way will similarly receive a portion of new member's "buy ins ". Upon finalizing the consortium participants we will send you a spreadsheet with a breakdown of the percentage split for each city. This spreadsheet is subject to change based on the entrance of new cities, or the decision by a city to no longer participate in the consortium. We will send an update on any change in the distribution of the costs. The fees associated with consortium representation will be as follows: $450 /hour for W. Scott Snyder $400 /hour for Elana Zana $300 /hour for Daniel Kenny As stated above, these fees will be divided between all participating cities, so each city will only be charged a portion of this billing rate per hour. We will update you as cities join or withdraw from the consortium. Services performed by other attorneys at our firm on behalf of the consortium will be charged at billing rates between $300- $500, depending on the attorney. Services specific to your city, and for which your city is solely responsible, will be charged at the following rates: $320 /hour for members $205/ hour for associates We will bill you on a regular basis, normally each month, for all the time spent on your project and for other costs incurred relating to our work on your behalf. The activities for which our time will be billed will include: conference time, whether in person or on the telephone; document preparation and revision; negotiations; correspondence; staff or attorney supervision; factual and legal research and analysis; travel on your behalf; and other matters directly pertinent to and related to your matters handled by our firm. Some of our costs include an allocation for administrative services that is shared among the firm's clients. Typical of the costs for which you will be billed would be: filing fees; delivery fees; computer assisted legal research; copying; charges of outside experts and consultants; and travel. Supervising Attorney and Assistance As supervising attorneys, Scott and I will be responsible for seeing that the work is carried out in an efficient and economical manner. We may be assisted by other attorneys and legal assistants in our office. They are all bound to you by the same duties of loyalty and confidentiality that bind us. Terms of Engagement The services will be governed by the existing professional services agreement between the parties. AMENDMENT - 5 - 1/2015 CITY OF ' ... Federal Way Other Matters CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ci yoffederahvay. corn The provisions of this letter and the existing professional services agreement between the parties shall apply to any other work or matter for which you engage us, except to the extent contingent fees or flat fees are otherwise agreed upon. We appreciate your expression of confidence in Ogden Murphy Wallace, P.L. L.C. and would like to assure you that we will do our best to provide you with high quality legal services. If you have any questions or concerns during the course of our relationship, we encourage you to raise them with me or our Managing Member, Geoff Bridgeman or our Client Services Member, Karen Sutherland. Please indicate your consent to waive the potential conflict of interest and engage Ogden Murphy Wallace to represent the City of Federal Way by signing below and returning it to me (in the alternative, you may respond via e- mail). Please contact me if you have any questions. We look forward to working with you. Very truly yours, OGDEN MURPHY WALLA E, P.L.L.C. Sc`ott Snyder; WSS:Ivs cc: Accounting Department - Ogden Murphy Wallace, PLLC AMENDMENT 6 1/2015 '`*�...► Federal ay EXHIBIT B -3 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www otyaffede rnlway. corn 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Twenty Thousand and No /100 Dollars ($20,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Fifty Thousand and No /100 Dollars ($50,000.00). 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: Zach Lell W. Scott Snyder Jim Haney Elana Zana Karen Sutherland Meghan Frazer Daniel Kenny $320.00 per hour $320.00 per hour $320.00 per hour $320.00 per hour $260.00 per hour $220.00 per hour $205.00 per hour Consortium Services In consideration of the Contractor performing the Services related to the ROW Legal Advice Consortium, the City agrees to pay the contractor in accordance with the buy -in and fee structure established in the engagement letter attached as Exhibit A -4. AMENDMENT -7_ 1/2015 DEN WA .. ACE of Federal Way c/o Mayor Jim Ferrell 33325 8th Ave S Federal Way, WA 98003 RE: MATTER NO.: OGDLN MURPHY WALLACE, PLLC 901 FIFTH AVENUE, SUITE 3500 SEATTLE, WA 98164 -2008 T 206 4477000 F 206 4470215 OMWLAW.COM November 15, 2016 BUY IN FEE FOR MOBILITIE/ ROW USE AUTHORIZATION CONSORTIUM 00005.080024 Amount TOTAL BALANCE DUE $6500.00 Payment due upon receipt of invoice. Please return this copy with your remittance. {ERZ1512671.DOCX;U99910.001111/ I RETURN TO: kit l EXT: .. _ l u A_At CITY OF FEDE°•�• L WAY LAW DEPARTME , RO SoF:' i I� ' 1. ORIGINATING DEPT./DIV: 2. ORIGINATING STAFF PERSON: /JAA/t O Y � EXT: 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION I CONTRACT AMENDMENT(AG#): t Ll-01 ft ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: (.25tk t �QX A U& � 1JL• ` U 'I 6. NAME OF CONTRACTOR: 0664„ W'1.vphu 1 Yw` - P L ADDRESS: ,J TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS:it SCOPE,WORK OR SERVICES lc COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO,SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: /2/3//i z 9. TOTAL COMPENSATION$ g0,000,00 (/o. -r ,2O COO = 3O. ODI� (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑ CITY / - 5-/ ❑ PURCHASING: PLEASE CHARGE TO: l` //00 - OSl S' 31 '-'YID C�3 10. DOCUMENT/CONTRACT REVIEW 'IAL/DATE REVIEWED INITIAL/DATE APPROVED ,PROJECT MANAGER �� 4/7 /7 ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT:qh It( DATE REC'D:4( 11Q ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS 4PIAL/DATE SIGNED 1LLAW DEPARTMENT y 'V 7l(6 ❑ CHIEF OF STAFF � 'yf SIGNATORY(MAYOR OR DIRECTOR) LCITY CLERK `41 ASSIGNED AG# AG# %LI"031 (8) SIGNED COPY RETURNED DATE-SENT: 04-/2-/(F COMMENTS: 11/9 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 tW/ .utyoffederahv:ry.corn AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City"), and Ogden Murphy Wallace, a 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 April 24, 2014, December 4, 2014 as amended by Amendment No. 1 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than December 31, 2018 ( "Amended Term "). 2. AMENDED SERVICES. The Services, as described in Exhibit A and as referenced by Section 2 of the Agreement, shall be amended to include, in addition to the Services and terms required under the original Agreement and any prior amendments' thereto, those additional services described in Exhibit A -2 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 -2, 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 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 ofthe 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, 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 sysvtv.cityaffoderoitvoy.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY BY: w Jir rcrre11 ayor DATE: q/471// CB OGDEN MURPHY WALLA E, PLL . By: Printed Name: Title: %9,t, DATE: A.I,.I'ES'i': hitrA 1. e CM 'ity Clerk APPROVED S ,0 ORM: Mark Orthmann, Acting City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF 41W:7 4I ) On this day personally appeared before me 141,A4,yt S ttktri a , to me known to be the (, Plik,th,,ry' of Ogden Murphy Wallace, PLLC that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, 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 day of 5t4 , 2016. ..,\‘`.‘"1 till II, N �.INE fe Cl /i�� Notary's signature , lo°" Notary's printed name ,"Le t . ,{ 114 — °T.441* 1 , Notary Publ?c in and for the State of Washington. My commission expires 41- 2 el — 20 08 c„ j "2 7"+ / I1 i4 i 1/0, /41 t`-t©F W A SH`�.� AMENDMENT - 2 - 1/2015 CITY OF 'A. Federal Way EXHIBIT A -2 ADDITIONAL SERVICES CITY HALL 33325 8th Avenue South Federat Way, WA 98003-6325 (253) 835 -7000 www.cityof%dem!w y.com The Contractor shall do or provide the following in addition to Services in previous Exhibits: Contractor shall provide legal services in relation to land use matters in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City. AMENDMENT - 3 - 1/2015 CITY OF e k • e al Way EXHIBIT B -2 ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 wwerryuftedoratwaycorn 1. Total Compensation: In return for the Additional Services, the City shall pay the Contractor an additional amount not to exceed Twenty Thousand and No /100 Dollars ($20,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Thirty Thousand and No /100 Dollars ($30,000.00). 2. Method of Compensation: 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: Karen Sutherland 260.00 per hour Zach Lell 04.per hour j iNt tM 53W.aa 11","*" AMENDMENT - 4 - 1/2015 RETURN TO: &1-16� EXT: Z S (O Z CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Layi I C(V % 2. ORIGINATING STAFF PERSON: AMA )Q pM�l 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 ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE X CONTRACT AMENDMENT (AG #): IN" 01 l_ ❑ OTHER ❑ HUMAN SERVICES/ CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: L.eaa\ Zyn Vma,,,+ H-u,yyyA 2tg-u1t.! 5 6. NAME OF CONTRACTOR: OwLn CY ufowu u0b l&Z PLLL 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: COMPLETION DATE: 1231 If (p 9. TOTAL COMPENSATION $ to l 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, $ PAID BY: ❑ CONTRACTOR ❑ CITY A PURCHASING: PLEASE CHARGE TO: ©O j - I (oD -QS l - 5l S ' 3 j -L/10 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A,LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR COMMITTEE APPROVAL DATE: DATE SENT: COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS SLAW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY L AYAD&OR. DIRECTOR) XCITY CLERK (ASSIGNED AG# SIGNED COPY RETURNED COMMENTS: 11/9 INITIAL/ DATE SIGNED � t DATE SENT: CITY OF 3332 HALL 33325 8th Avenue South Federal Way Federal Way, WA 98003 »6325 (253) 835 -7000 www. cdWffederalway. corn 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 Ogden Murphy Wallace, a 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 April 24, 2014, 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 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 11B-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. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 1/2010 QTY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253,835-7 000 www. c,tyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY LOW F, OGDEN MURPHY WALLACE, PLLC By: Karen Sutherland, Member DATE: STATE OF WASHINGTON ) ss. COUNTY OF 6 KG ATTEST: I*Amg�&A&w U Jerk, Stephanie Court ey, CMC APPROVED AS TO FORM: U n Ck City Attorney, Amy Jo Pearsall On this day personally appeared before me Karen Sutherland, to me known to be a Member of Ogden Murphy Wallace, PLLC 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 Z day of 201q. Notary's signature 4,44d. Jam_°t�y*F,�,�y/� Notary's printed name C K O ; so Notary Public in and for the State of Washington. U u = f- f My commission expires `%- a q- / (/ n �4V Au6" �f a 2 S 'l�T�'TE40F 11 (111111% AMENDMENT - 2 - 1/2010 CITY OF CITY HALL v 33325 8th Avenue South Federal a Federal Way, WA 98003 -6325 or (253) 835 -7000 www.crry ffed 1way.c0m EXHIBIT B -1 AMENDED COMPENSATION Method of Compensation: 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: Karen Sutherland $260/hr AMENDMENT - 3 - 1/2010 RETURN TO: EXT: i CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: � ) I b Nm 2. ORIGINATING STAFF PERSON: 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 DOCUNIENTS) • ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT (AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: 1ptrm*- ��)rc-44c� 6. NAME OF CONTRACTOR: f-Y)lllX ku' ADDRESS: Giol -X* t TELEPHONE, -�7000 E -MAIL: I FAX: SIGNATURE NAME: TITLE Ci1C.YY1 r�' 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 /AM'E'NDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 1"),l .3111 _ T 9. TOTAL COMPENSATION $ 1 o 1 000 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITL SAND HOLIDAY RATES) REIMBURSABLE EXPENSE;X YES ❑ NO IF YES, MAXIMUM DOLLAR AM( C--)C)o IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: SOX " ,1 OCR - OS I ' 51 S ^ 31 10. DOCUMENT /CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL /DATE APPROVED • PROJECT MANAGER • DIRECTOR • RISK MANAGEMENT (IF APPLICABLE) )d LAW mp q-1 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 INITIAL / DATE SIGNED 10 LAW DEPARTMENT ❑ CHIEF OF STAFF [iSIGNATORY ( YO R DIRECTOR) r _ A 13irCITY CLERK [�6ASSIGNED AG# AG# 1 34 SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98008003 -6325 (253) 835 -7000 www cityoffederatway. com PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Ogden Murphy Wallace, a Professional Limited Liability Corporation, 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: OGDEN MURPHY WALLACE, PLLC Karen Sutherland 901 Fifth Avenue, Ste. 3500 Seattle, WA 98164 206 - 447 -7000 (telephone) 206 - 447 -0215 (facsimile) ksutherland@omwlaw.com The Parties agree as follows: CITY OF FEDERAL WAY: Amy Jo Pearsall, Interim City Attorney 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. {KMS1165295.DOC;2/13104.000001/ } PROFESSIONAL SERVICES AGREEMENT - 1 - 9/2012 ,Z,S� CITY Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway. 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. (KMS1165295.DOC;2/13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 2 - 9/2012 CITY OF GIN HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www crryoffederalway. 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 drating 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 $2,000,000 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 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. Contractor represents that Contractor does not have any owned vehicles, and that if Contractor obtains any owned vehicles, it will also obtain coverage for such owned vehicles consistent with the coverage set forth in this section. d. Professional liability insurance with limits no less than $1,000,000 per claim and $2,000,000 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 (KMS1165295.DOC;2/13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 3 - 9/2012 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98043 -6325 (253) 835 -7000 www cityoffederalway. com 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 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 consistent with the Rules of Professional Conduct, including without limitation seeking waivers that would allow Contractor to represent 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. {KMS1165295.DOC;2/13104.000001/ } PROFESSIONAL SERVICES AGREEMENT - 4 - 9/2012 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway 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 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] "S 1165295.DOC;2/13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 5 - 9/2012 CITY OF .,., Federal CITY HALL Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 w ww cityoffederaiway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: ( � )r ��� COAU qVA 0-1 Dkol Jim Fe , yor City Clerk, Carol McNei y, CNICj DATE: OGDEN MURPHY WALLA PLLC By: Karen uther460member DATE: !!? Zz� / y STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) AS TO FORM: Attorney, Amy Jo Pearsall On this day personally appeared before me Karen Sutherland, to me known to be a Member of Ogden Murphy Wallace, PLLC 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. S GIVEN my hand and official seal this day of , 2 14. •� ENE IX - rdo 4 ;, s' .z N ' w004 = O � 9'41 4 -29-'� -;� C� OF W Aa' Notary's signature Notary's printed name Notary 13Ciblic in and for the State of Washington. My commission expires Y -aq-a (KMS1165295.DOC;2/13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 6 - 9/2012 CITY OF CITY HALL � Fe d e ra I V1la 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 4t .& (253) 835 -7000 www ci"fiederahvay com EXHIBIT "A" SERVICES 1. The Contractor shall do or provide the following: Contractor shall provide legal services in relation to employment and human resource matters in a manner consistent with the accepted practices for other similar services, performed to the City's satisfaction, within the time period prescribed by the City. (KMS1165295.DOC;2/13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 7 - 9/2012 CITY DP CITY HALL ,A.., 33325 8th Avenue South • Box 9718 Federal Way Federal Way, WA 98063 -9718 18 (253) 835 -7000 wwwcityoffederalway com EXHIBIT "B" COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Ten Thousand and no /100 Dollars ($10,000.00). 2. Method of Compensation: 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: Karen Sutherland - $250.00 per hour The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage, copy expenses and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed One Thousand and no /100 Dollars ($1,000.00). {KMS1165295.DOC;2/13104.000001/ } PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2012 ` CITY OF CITY HALL 33325 ,'�.., Fe d e ra I Way Feder 8th Avenue South • 18 Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www, cityoffedera&ay com EXHIBIT "C" CERTIFICATE OF INSURANCE A Certificate of Insurance is attached hereto. (KMS1165295.DOC;2 /13104.000001/ ) PROFESSIONAL SERVICES AGREEMENT - 9 - 9/2012 A� °® CERTIFICATE OF LIABILITY INSURANCE DA 04/18/20114 ) 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 Parker, Smith & Feek, Inc. NTA NAME: PHONE 425-709-3600 FAX 425- 709 -7460 ac No 2233 112th Avenue NE Bellevue, WA 98004 E-MAIL A DR INSURERS AFFORDING COVERAGE NAIC # EACH OCCURRENCE INSURER A : Citizens Insurance Company of America PRE AGE T RENTED �uoccurrence) MISES $ 300,000 INSURED Ogden Murphy Wallace P. L.L.C. INSURER B: Axis Surplus Insurance Company PERSONAL & ADV INJURY $ Included 901 5th Avenue Suite 3500 INSURER C : $ 2,000,000 INSURER D: PRODUCTS - COMP /OP AGG Seattle, WA 98164 INSURER E: $ A INSURER F: COVERAGES CERTIFICATE NUMBER! 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF IMMIDDIYYYYI POLICY EXP (11111111/130rfMll LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE a OCCUR X OB2955530101 General Liability 6/1/2013 6/1/2014 EACH OCCURRENCE $ 1,000,000 PRE AGE T RENTED �uoccurrence) MISES $ 300,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ Included GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO J( LOC PRODUCTS - COMP /OP AGG $ N/A $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED X AUTOS x NON- -OWNED HIRED AUTOS AUTOS OB2955530101 Hired Non Owned Auto 6/1 /2013 6/1 /2014 CO eBIN EDISINGLE LIMIT 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE P $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A 062955530101 WA Stop Gap WA Stop Gap Only 6/1 /2013 6/1/2014 we srnru- X OTH LIMITS ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability EGN760570012013 6/1/2013 6/1/2014 10,000,000 Each Claim 10,000,000 Policy Agg DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) City of Federal Way is Included as additional insured per attached endorsement 391 1006 06 09 (GL). CERTIFICATE HOLDER CANCELLATION ®1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1 of 2 OGDEMURP (DMS00) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way AUTHORIZED REPRESENTATIVE 33325 8th Ave S Federal Way, WA 98003 /� �o �'(�(u/�.,�t Q/i/i "'-t ®1988 -2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010105) The ACORD name and logo are registered marks of ACORD 1 of 2 OGDEMURP (DMS00) Hanover Insurance Group® BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SUMMARY OF COVERAGES Limits Page 1. Additional Insured by Contract, Agreement or Permit 1 2. Additional Insured — Broad Form Vendors 2 3. Alienated Premises 2 4. Bodily Injury Redefined 2 5. Broad Form Property Damage — Borrowed Equipment, Customers 2 Goods and Use of Elevators 6. Incidental Malpractice (Employed Nurses, EMT's and Paramedics) 3 7. Personal and Advertising Injury — Broad Form 3 8. Product Recall Expense $25,000 Occurrence $50,000 Aggregate 3 9. Unintentional Failure to Disclose Hazards 10. Unintentional Failure to Notify 5 5 This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below. 1. Additional Insured by Contract, Agreement or Permit Under SECTION II — LIABILITY, C. Who Is An Insured, Paragraph 4. is added as follows: a. Any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract, agreement or permit that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: (1) Your acts or omissions; or (2) The acts or omissions of those acting on your behalf, but only with respect to: (3) "Your work" for the additional insured(s) at the location designated in the contract, agreement or permit; or (4) Premises you own, rent, lease, control or occupy. This insurance applies on a primary basis if that is required by the written contract, agreement or permit. b. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily injury", "property damage" or "personal and advertising injury"; (2) To any person or organization included as an insured by an endorsement issued by us and made part of this Policy; (3) To any person or organization included as an insured under Item 1.a.2. of this endorsement; (4) To any lessor of equipment: (a) After the equipment lease expires; or (b) If the "bodily injury", "property damage" or "personal and advertising injury" arises out of the sole negligence of the lessor; (5) To any: (a) Owners or other interests from whom land has been leased which takes 391 -1006 06 09 Includes copyrighted material of Insurance Services Office, Inc. 2of2 Page 1 of 5 OGDEMURP MMS00)