AG 15-040II
RETURN TO: EXT:
CITY OF FEDE WAY LAW DEPARTMEN OU' ED
1. ORIGINATINGDEPT./DIV:
2. ORIGINATING
4. TYPE
❑ CONTRACTOR
❑ PUBLIC
❑ PROFESSIONAL
❑ GOODS
❑ REAL
C❑
❑ OTHER
5. PROJECT
6. NAME
7. EXHIBITS
8. TERM:
9. TOTAL
REIMBURSABLE
IS SALES
CITY
)(PURCHASING:
10. DOCUMENT
❑ PROJECT
❑ DIRECTOR
❑ RISK
❑ LAW
11. COUNCIL
12. CONTRACT
r SENT
❑ ATTACH:
❑ LAW
yr CHIEF
.] SIGNATORY
❑ CITY
❑ ASSIGNED
❑ SIGNED
COMMENTS:
U R e ou,rces
STAFF PERSON: V ecuL N. EXT: a 2 3. DATE REQ. BY: D 3 AA 'I 40
OF DOCUMENT (CHECK ONE):
SELECTION DOCUMENT (E.G.,
WORKS CONTRACT
SERVICE AGREEMENT
AND SERVICE AGREEMENT
ESTATE DOCUMENT
RDINANCE { /�
ONTRACT AMENDMENT (AG #): 1 J - V' 0
RFB, RFP, RFQ)
❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
❑ MAINTENANCE AGREEMENT
❑ HUMAN SERVICES / CDBG
❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS)
❑ RESOLUTION
❑ INTERLOCAL
NAME: CO Se c 1i l to - Li e u fro cuf1 ..5 n e U -t i a_ +1 no 5
G t
OF CONTRACTOR: 5 (a yr1 mil Lau)
C- -1 4
0 + a! W ' ' /0 TELEPHONE / OWN / D /
ADDRESS: - 0 r
E -MAIL: I t-.O K (SLz yq m o + 1 ac.v.) . Co m FAX: 2067-& 96 - 7 op /
SIGNATURE NAME: 614+0 l.0 j In TITLE_
AND ATTACHMENTS: ❑ SCOPE, WORK
OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY
COMMENCEMENT DATE: d I 12.6
OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL
TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS
1 g-01 S. COMPLETION DATE: 12 1 3 I 12 0 1 to
COMPENSATION $ t , 0, I Ai c k , k (L o OU V (INCLUDE EXPENSES AND SALES TAX, IF ANY)
(IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH
EXPENSE: ❑ YES ❑ NO IF YES,
TAX OWED ❑ YES ❑ NO IF YES,
PLEASE CHARGE TO: 001
SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES)
MAXIMUM DOLLAR AMOUNT: $
$ PAID BY: ❑ CONTRACTOR ❑
/
— I 1 D) — 0 L l (� S - 5l Z5 - I I - 4 U
/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED
MANAGER
MANAGEMENT (IF APPLICABLE)
_
�la% 2 12S-116
APPROVAL (IF APPLICABLE) COMMITTEE
SIGNATURE ROUTING
TO VENDOR/CONTRACTOR DATE
SIGNATURE AUTHORITY, INSURANCE
INI
APPROVAL DATE: COUNCIL APPROVAL DATE:
SENT: 0c2ffi. ON (p DATE REC'D: ,O, J,;CY c:90 L
CERTIFICATE, LICENSES, EXHIBITS
IA / DATE SIGNED
DEPARTMENT 2 % j
OF STAFF AI,.„
,,
(MAYOR OR DIRECTOR) >/ -r
CLERK I LI TITI
AG# AG#
COPY RETURNED DATE
/ --0q0 '
SENT: 03 - 03 —/(p
11/9
CITY OF
Federal Way
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835-7000
sc frofterlerelway.com
AMENDMENT NO. 1
TO
PROFESSIONAL SERVICES AGREEMENT
FOR
LEGAL SERVICES
This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal
corporation ( "City "), and Summit Law Group, a Washington Professional Services Corporation. 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 for Lieutenant Negotiations/Mediation ("Agreement") dated effective January
26, 2015 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 -1, attached hereto and incorporated by this reference. The Contractor
agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the
negotiated rate for the 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.
[Signature page follows]
AMENDMENT 1 1/2015
CiTY OF CITY HALL
Federal Way
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
swim utyoffedera/waycwn
IN WITNESS, the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY
o Klein, Member
DATE: '1t..ak 42 _l o
STATE OF WASHINGTON )
) ss,
COUNTY OF
ATTEST:
lerk, Stephanie Co ey, CMC
APPROVED AS TO FORM:
City Attorney, Amy Jo Pearsall
On this day personally appeared before me 0 A to me known to be the
of that executed the foregoing
instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for
the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument
and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this *day of _ aN......,. 20 (a
KIMBERLY E. WELSH
STATE OF WASHINGTON
NOTARY PUBLIC
MY COMMISSION EXPIRES
09.0918
AMENDMENT
Notary's signature
*Jr ,/, .44 m ...1=
Notary's printed name
Notary Public in and for the State of Washington.
My commission expires � — I I
2 1/2015
WY Of
Federal Way
EXHIBIT B -1
ADDITIONAL COMPENSATION
CITY HALL
33325 8th Avenue South
Federal Way, WA 98003 -6325
(253) 835 -7000
www. utyoflederaM'ay com
1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to
exceed Ten Thousand and no /100 Dollars ($10,000.00). 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:
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:
Otto Klein - $290/hour
AMENDMENT
- 3 - 1/2015
Corporations: Registration Detail http: / /www.sos.wa.gov /corps /search_detail.aspx ?ubi= 601773208
SUMMIT LAW GROUP, P.LLC.
UBI Number 601773208
Category PLC
Profit /Nonprofit Profit
Active /Inactive Active
State Of Incorporation WA
WA Filing Date 02/28/1997
Expiration Date 02/28/2017
Inactive Date
Duration Perpetual
Registered Agent Information
Agent Name
Address
SLG REGISTERED AGENT LLC
315 5TH AVE S STE 1000
City SEATTLE
State WA
ZIP 981042682
Special Address Information
Address
City
State
Zip
Goveming Persons
Title Name Address
Member LOCKER, LAWRENCE C
Member HEINECK, DAVID M
Member SCHROEDER, BRUCE L
Member BERTIN , LAURA A
Member MCCUNE , PHILIP S
Member MCNEILL, POLLY L
Member PALUMBO, RALPH H
Member MITCHELL,JCHAD
Member TERWILLIGER, MOLLY A
Member SHAWBER, ANDREW W
Member MCKEAN, MEGAN
Member THORP, MICHAEL R
Member GOLDMAN , JESSICA L
Member ANGER, KRISTIN D
Member YOUNKER,RODNEYB
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE, WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
1 of 2 2/29/2016 4:31 PM
Corporations: Registration Detail http: / /www.sos.wa.gov /corps /search_detail.aspx ?ubi= 601773208
Member BOLASINA , MICHAEL C
Member PHILLIPS , SHANNON E
Member WORTHINGTON , MARK F
Member KLEIN, III , OTTO G
Member MITCHELL, MAUREEN L
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315 - 5TH AVE S STE 1000
SEATTLE , WA 98104
315. 5TH AVE S STE 1000
SEATTLE WA 98104
2 of 2 2/29/2016 4:31 PM
I1 RETURN TO: EXT:
CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM
1. ORIGINATING DEPT./DIV: `, j
2. ORIGINATING STAFF PERSON: Ill\0- 1, rOCit?� EXT: 3. DATE REQ.BY:
4. TYPE OF DOCUMENT(CHECK ONE):
❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ)
❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT
PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT
❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG
❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS)
❑ ORDINANCE ❑ RESOLUTION
❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL
❑ OTHER CO,PROJECT NAME: , 3&\J OJ i - Q.t l.-� '5 n
6. NAME OF CONTRACT : 51/4.Sl1 Y\M1T Law G ..O c$IUq
ADDRESS: Gj 5'{' may,Q , �. .5r\ two I` c: 1_, vJC'-' TELEPHONE o�Go-(p'1lo-'1000
E-MAIL: C C91L ® aunr Yvi4t[ 0 ♦ COrs.1 FAX: a0L0-I4,--!(,--1001
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: 1 9-1 311 15
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
PURCHASING: PLEASE CHARGE TO: 001-X\OO- 5 51 t, Li,0
10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED
❑ PROJECT MANAGER
❑ DIRECTOR
❑ RISK MANAGEMENT (IF APPLICABLE)
XLAW .f- J2110►N
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
'LAW DEPARTMENT (, I(2/114"
A CHIEF OF STAFF vn Al /-J 'Mr
SIGNATORY(MAYOR OR DIRECTOR) / �
'CITY CLERK ,,
%ASSIGNEDAG# AG- cp- ut#1®
SIGNED COPY RETURNED' DATE` SENT: Q M`Z4;f fc
COMMENTS: �'r�--•
i
i
1
■
II/9
4111%61, CITY OF 3332 HALL
F5 8th Avenue South
ederal 3332
Federal Way,WA 98003-6325
(253) 835-7000
a vww oty ofiederalway corn
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 Summit Law Group, a Washington Professional Services 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:
SUMMIT LAW GROUP: CITY OF FEDERAL WAY:
Otto Klein,Atty. Amy Jo Pearsall,City Attorney
315 5th Avenue South, Ste. 1000 33325 8th Ave. S.
Seattle,WA 98104 Federal Way, WA 98003-6325
(206)676-7000(telephone) (253)835-2562(telephone)
(206)676-7001 (facsimile) (253)835-2569(facsimile)
ottok @summitlaw.com amyjo.pearall@cityoffederalway.com
The Parties agree as follows:
1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be
the date of mutual execution, and shall continue until the completion of the Work,but in any event no later than December
31, 2016("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.
PROFESSIONAL SERVICES AGREEMENT - 1 - 9/2012
ci'rY oF CITY HALL
_A e #' Way 33325 8th Avenue South
Federal 335 Way, nu 98003-6325
(253) 835-7000
twiw cit offederaiwaycorn
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
II 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.
PROFESSIONAL SERVICES AGREEMENT - 2 - 9/2012
CITY OF CITY HALL
' 33325 8th Avenue South
Federal Way,'\A 98003-6325
(253) 835-7000
s vw ci#yoffedorviw y corn
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$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 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 $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 an remed available at taw or in e ui . The Contractor s insurance covera e shall be
rima insurance as
Y Y q tY g P rY
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 fora 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.
p P
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
PROFESSIONAL SERVICES AGREEMENT - 3 - 9/2012
CITY OF
crn �At.�
Federal ��� 33325 3th Avenue Sc3uth
av
Federal Way,WA S$003 8325
(253) 335-7000
ww4 wutvofferlerat waycorn
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.
13.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or
PROFESSIONAL SERVICES AGREEMENT -4 - 9/2012
CITY OF CITY HALL
Nh. Federal Way 333232 5 8th Avenue South
Federal Way,WA 98003-6325
(253) 835-7000
wvww cityaffederrtiw y.corn
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
g P Y rY P
pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this
Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the
Parties have executed a counterpart of this Agreement shall be the"date of mutual execution"hereof.
[Signature page follows]
PROFESSIONAL SERVICES AGREEMENT - 5 - 9/2012
Asibh. CITY OF CITY HALL
Fed era \Nay Feder 8th Avenue South
., Federal Way,WA 980Q3 6325
(253)835-7000
wvm cityofiederaiwaycom
IN WITNESS,the Parties execute this Agreement below, effective the last date written below.
CITY OF FEDERAL WAY ATTEST:
/ IFAI.I.I or
Jim F , M.yor f lerk, Stephanie Cory, CMC
DATE: l 72- APPROVED AS TO FORM:
Q/(Z
-City Attorney,Amy Jo Pearsall
SUMMIT LAW GROUP
A 1i 1
1014. .
By: i. _
Otto Klein, Member
DATE:
t.0— 9AK
STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
On this day personally appeared before me Otto Klein,to me known to be the Member of Summit Law Group 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 01 day of 3--- , 20l
Notary's signat (bYNo.J (15'k'.'?----
Notary's printed name . "
Noon
Nbtary Public in and for the State of Washington.
My commission expires l o—1.1 a-OI1
TONIA PROCTOR
NOTARY PUBLIC
STATE OF WASHINGTON _
COIGN EXPIRES
OCTOBER 11 2017
PROFESSIONAL SERVICES AGREEMENT - 6 - 9/2012
CITY OF CITY HALL
Fe d e ra l VV Feder 8th Avenue South• Box 9718
■/ Federal Way,WA 98063-9718 18
(253)835-7000
nawV city offedetalway corn
EXHIBIT "A"
SERVICES
1. The Contractor shall do or provide the following:
Legal Services: Negotiation of a completed contract with the Federal Way Police Lieutenant's Association
through mediation, including attending all planning and bargaining meetings; serving as a member of the
City's negotiating team; conducting research and surveys and compiling information to be used during the
bargaining process; drafting,preparing, and revising language to the labor agreement, and participating in
the presentation of status reports to the City Council. Contractor shall also provide any other services
necessary to respond to issues raised by legal counsel for the Federal Way Police Lieutenant's Association,
including any unfair labor practice claims (collectively the "Services"), except that this Agreement shall not
apply to litigation filed in court. Said services shall be provided in a manner consistent with the accepted
practices for other similar services,preformed 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.
PROFESSIONAL SERVICES AGREEMENT - 7 - 9/2012
CITY OF CITY HALL
33325.....• Federal ` � a Feder 8th Avenue South• 18 Box 9718
v� Federal Way,WA 98C?63-9718
(253)835-7000
mew cityoffeofer alway corn
EXHIBIT "B"
COMPENSATION
1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed
Twenty Thousand and no/100 Dollars ($20,000.00).
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:
Otto Klein -$290 P er hour
PROFESSIONAL SERVICES AGREEMENT - 8 - 9/2012