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AG 15-062CITY OF FEDERAL WAY LAW DEPARTMENT ROUTINGTOI= 1. ORIGINATING DEPT/Div: PUBLIC WORKS / STREETS 2. ORIGINATING STAFF PERSON: JOHN MULKEY EXT: 2722 3. DATE REQ. BY:ASAP 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) Cl ORDINANCE ❑ RESOLUTION • CONTRACT AMENDMENT(AG #): ❑ INTERLOCAL • OTHER 5. PROJECT NAME: TH n.- ..., ,_,. , , —TH � hC�,rc� '�1�.YYI.e `= ►nod - � i�r� Ces� 6. NAME OF CONTRACTOR: Ar�ETI�ATewr Qaaa n roE :c6 ii�c V L > >� ADDRESS: 13534 SOUTH LINCOLN STREET ENGLEWOOD CO 80133 TELEPHONE:303 -907 -0848 E -MAIL: FAX: SIGNATURE NAME: GREG NEAR TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS r� �❑ PROOF OF AU HORITY TO SIGN ❑ REQUIRED LICE SES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE # 0 -16X0 Q-BL, EXP. ��i����� UBI # �� �� EXP. a �( � 8. TERM: COMMENCEMENT DATE: UPON EXECUTION COMPLETION DATE: 12/31/2015 9. TOTAL COMPENSATION: $NOT TO EXCEED $20,000.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES Cl NO IF YES, MAXIMUM DOLLAR AMOUNT: $ TBD, UNDER NOT TO EXCEED IS SALES TAX OWED: ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE To: 306 - 4400 -165- 595-30 -410 10. DOCUMENT/ CONTRACT REVIEW X PROJECT MANAGER `)1 DIVISION MANAGER 1 DEPUTY DIRECTOR DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) V LAW DEPT INITIAL / DATE APPROVED 12. CONT T SIGNATURE ROUTING z SENT TO VENDOR/CONTRACTOR DATE SENT: n 1411j DATE REC'D: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES EXHIBITS �► CITY OF CITY HALL F 8th Avenue South Federal Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR PACIFIC HIGHWAY S HOV LANES PHASE V BILLBOARD APPRAISALS This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Valuation Services, LLC. a Colorado Limited Liability Company ( "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: VALUATION SERVICES, LLC: Gregg Near 11800 W 24th Place Circle Lakewood, CO 80215 (303) 907 -0848 (telephone) (303) 761 -5166 (facsimile) The Parties agree as follows: CITY OF FEDERAL WAY: John Mulkey, P.E. 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2722 (telephone) (253) 835 -2709 (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 Services specified in this Agreement, but in any event no later than December 31, 2015 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ( "Services "), attached hereto and incorporated by this reference, 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 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 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 of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - 1/2015 CITY OF CITY HALL � 33325 8th Avenue South y Federal Way, WA 98003 -6325 .At§& Federal W (253) 835 -7000 anew o"ffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City only after the Services have been performed and within thirty (30) days following 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. 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 PROFESSIONAL SERVICES AGREEMENT - 2 - 1/2015 CITY OF CITY HALL Federal Wa Feder 8th Avenue South qpft 4% y Federal Way. WA 98003-6325 (253) 835 -7000 www atyoffederahvay com 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, stopgap 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 this 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 the 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 and 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 request. S. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media, or material that 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 Services specified in this Agreement, 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. PROFESSIONAL SERVICES AGREEMENT -3 - 1/2015 CITY OF '*._.. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciryoffederahvay com 10. INDEPENDENT CONTRACTOR The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement 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 Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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 entities or persons; 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, the negotiation, drafting, signing, administration of this Agreement, or the evaluation of 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, genetic information, honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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 Parts 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 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 PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 CITY OF CITY HALL Federal Way 8th Avenue South Feder y Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoflederalway com 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; however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof, it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] PROFESSIONAL SERVICES AGREEMENT - 5 - 1/2015 ` CITY OF CITY HALL �.,�...., Federal Way Feder 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www otyoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FERAL WAY Jim v DATE: l/ VALUATION SER :A Printed ame. 2e G G Title: i)I.6,Aj �- DATE: STATE OF WA Sf HNIST ) ) ss. COUNTY OF3A e sC (-�) ATTEST: ity C erk, Stephanie Cou e , CMC APPROVED AS TO FORM: ip,or City Attorney, Amy Jo Pearsall On this day personally appeared before me �� . �" to me known to be the A v1 C'C'' �' V- of \iw k,c l kll t y� �� `y', . C S L that executed the foregoing instrument, d 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 � { Notary's signature —In' 10A `, FANELLI Notary's printed name , c, l_ creel NOTARY PUBLIC Notary Public in and for the State of Colorado. STAU OF COLORADO NOTARY ID 19944013407 My commission expires { 0 � 1 - 9 MY COMMISSION EXPIRES OCTOBER 11, 2018 PROFESSIONAL SERVICES AGREEMENT - 6 - 1/2015 CITY OF CITY HALL i ������' �� 33325 8th Avenue South � Federal Way. WA 98003 -6325 (253) 835 -7000 www cilyoffederahvaycom EXHIBIT A SERVICES Definition Of Fair Market Value The following definition of Fair Market Value is from the Washington Pattern Jury Instruction 150.08: "Fair market value" is the amount in cash which a well informed buyer, willing but not obliged to buy the property, would pay, and which a well informed seller, willing but not obliged to sell it, would accept, taking into consideration all uses to which the property is adapted and might in reason be applied." Scope of Work to Develop the Appraisal This assignment has been prepared in accordance with USPAP Standard 1 and 2. Standard 1 has requirements and guidelines concerning appraisal development, analyses, and process. Standards Rule 2 details requirements for the Appraisal Report. The appraisal process involves collection of sales information as well as general and specific data. Acquisition of sales information entails a search for recent transactions of property deemed similar to the subject. This may be accomplished by interviewing and learning from landowners about known transactions, searching county assessor's office records, requesting data from real estate brokers, local appraisers, title companies, or transaction principals and using any other data available and appropriate for the assignment. Impressions of those knowledgeable of the current local market and any information about recent trends that may bear on property values are also solicited. Significant property transactions researched are analyzed for their degree of similarity. When appropriate the appraiser considers construction costs of improvements obtained from either local contractors or other cost publication sources. As appropriate the appraiser also considers such income information as is available and applies analysis of this data through either a discounted cash flow or capitalization approach. For properties deemed to be comparable and reliable indicators of value, verification with buyer, seller, broker or others with knowledge of the sale is made to confirm the details of the transaction. Any additional data necessary for estimating the value is gathered according to the circumstances of the individual appraisal assignment. Jurisdictional Exception to USPAP Standard 1. The Jurisdictional Exception in USPAP states "If any part of these standards is contrary to the law or public policy of any jurisdiction, only that part shall be void and of no force or effect in that jurisdiction." A Jurisdictional Exception does not invoke the Departure Provision of USPAP Standards. The State of Washington definition of "fair market value" used in this appraisal is a Jurisdictional Exception to USPAP Standards Rule 1 -2(b) and 1 -4(f). PROFESSIONAL SERVICES AGREEMENT - 7 - 1/2015 CITY OF CITY HALL 33325 8th Avenue South "�•... Fe d e ra f Way Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway corn Scope of Work - -Items Not Considered: Based upon the appraisal assignment, the Use and the Intended Users of the Appraisal Reports, the following items were not considered: 1. 1 have not inspected all of the comparable sales included within the Effective Gross Income Multiplier analysis. 2. The appraiser has reviewed the historical sign codes applicable to the subject property as well as the regulation by the City requiring their removal. The appraiser contacted the City of Federal Way regarding the status of this program. The process of removing the boards has been stalled due to presently unsettled litigation. The amortization schedule is not considered to have an immediate influence on the subject because such programs have questionable likelihood of success due to constitutional as well as "takings" questions. As such, this program is not considered in the current valuation. The Scope of Work is considered sufficient to produce credible results based upon the appraisal assignment. PROFESSIONAL SERVICES AGREEMENT - 8 - 1/2015 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederahaay com Assumptions and Limiting Conditions The certification of the appraiser appearing in the appraisal report is subject to the following conditions, and to such .other specific and limiting conditions as are set forth by the appraiser in the report: Extraordinary Assumptions and /or Hypothetical Conditions 1. To be determined dependent upon the circumstances of the assignment. None are presently anticipated. General Assumptions and Limiting Conditions 1. The legal descriptions, land areas, surveying and engineering data provided by the client or others are assumed to be correct. The sketches and maps in this report are included to assist the reader in visualizing the property and are not necessarily to scale. Various photographs are included for the same purpose. Site plans are not surveys unless prepared by a separate surveyor. 2. The Appraisal Report is intended to comply with the reporting requirements set forth in Standards Rule 2 of USPAP. 3. No responsibility is assumed for legal or title considerations. Title to the property is assumed to be good and marketable unless otherwise stated in this report. The property is appraised "as if free and clear" of liens and encumbrances, but subject to existing easements, covenants, deed restrictions, and rights -of -way of record. 4. Opinions, estimates, data, and statistics furnished by others in the course of studies relating to this report are considered reliable. 5. The distribution, if any, of the total valuation in this report between land and improvements applies only under the stated land use. Separate allocations for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. 6. This report is as of the date set out and is not intended to reflect subsequent fluctuations in market conditions, up or down. 7. It is assumed there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or arranging for engineering studies that may be required to discover them. PROFESSIONAL SERVICES AGREEMENT - 9 - 112015 CITY OF CITY HALL �► 33325 8th Avenue South Way Federal Way. WA 98003 -6325 Federal i Wa (253) 835 -7000 www cityoffederalway com 8. It is assumed the subject property complies with all applicable zoning and use regulations and restrictions, unless non - conformity has been stated, defined, and considered in this appraisal report. 9. It is assumed the use of land and improvements is within the boundaries or property lines of the property described and there is no encroachment or trespass unless otherwise stated in this report. 10. Unless otherwise stated in this report, the existence of hazardous substances, including without limitation asbestos, polychlorinated biphenyl, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, was not called to the attention of nor did the appraiser become aware of such during the appraiser's inspection of the subject property. The appraiser has no knowledge of the existence of such materials on or in the property unless otherwise stated. The appraiser, however, is not qualified to test for such substances. The presence of such hazardous substances may affect the value of the subject property. The value opinion developed herein is predicated on the assumption that no such hazardous substances exist on or in the property or in such proximity thereto, which would cause a loss in value. No responsibility is assumed for any such hazardous substances, or for any expertise or knowledge required to discover them. 11. The Americans with Disabilities Act (ADA) became effective January 26, 1992. The appraiser has not made a specific compliance survey and analysis of this property to determine whether or not it is in conformity with the various detailed requirements of the ADA. It is possible that a compliance survey of the property together with a detailed analysis of the requirements of the ADA could reveal that the property is not in compliance with one or more of the requirements of the Act. If so, this fact could have a negative effect upon the value of the property. Since the appraiser has no direct evidence relating to this issue, possible noncompliance with the requirements of ADA was not considered in developing an opinion of the value of the property. 12. The contract under which this appraisal has been prepared provides for possible testimony or attendance in court. I agree to furnish those services, provided I receive at least 14 days notice of deposition dates and at least 30 days notice of trial dates from the client. I will specify and make charges in connection with pretrial hearings, conferences and court testimony in accordance with my usual practice. 13. The Uniform Standards of Professional Appraisal Practice requires that appraisers identify and consider the effect on value of intangible items, including business enterprise value. In the case of the subject and similar properties, the business enterprise is inextricably tied to the real estate. In the opinion of the appraiser no defensible means of splitting the real estate value from the business enterprise value is available beyond the value deduction associated with a market -based PROFESSIONAL SERVICES AGREEMENT - 10- 1/2015 CITY OF CITY HALL ► Federal Way 8th Avenue South � Feder y Federal Way, WA 98003 -6325 (253) 835 -7000 www ci"ffederahvay com management fee. Hence, no additional attempt is made to divide business enterprise value from the estimated value of the property, identified in this report as either real property or tangible property. PROFESSIONAL SERVICES AGREEMENT - 11 - 1/2015 CITY OF CITY HALL Federal Way 33325 8th Avenue South y Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com QUALIFICATIONS OF APPRAISER GREGG NEAR, MAI, SRA Certified General Real Estate Appraiser: Colorado State License Number: 1313136 EDUCATION SUMMARY Graduate of Western State College, Gunnison, Colorado Bachelor of Arts - History, 1970 APPRAISAL COURSES TAKEN (Most recent first) 2014 7 -Hour National USPAP Update Course Assessment of Possessory Interests Workshop Fundamentals of Going Concerns Eminent Domain Conference, CLE International 2013 Colorado Economic Review & Outlook Candidate for Designation Advisor Orientation Online Business Practices and Ethics Fundamentals of Separating Real Property, Personal Property and Intangible Business Assets 2012 7 -Hour National USPAP Update Course 2012 Colorado Economic Review & Outlook Colorado Assessors Overview 2011 Economic & Real Estate Market Update Condemnation Appraising: Principles & Standard Applications 2010 7 -Hour National USPAP Update Course Appraisal Curriculum Overview (2 -day Standard General) Market Analysis and Conditions: The Standard Statistics ABA/AI Telephone Briefing: Denver Chase Standard Commercial Bank 2010 Economic Overview and Forecast Appraisal Policy Changes: Challenges & Opportunities Online Subdivision Valuation 2009 Economic Overview and Forecast 2008 7 -Hour National USPAP Update Course Conservation Easement 101 Online Business Practices and Ethics 2006 7 -Hour National USPAP Update Course Uniform Appraisal Standards for Federal Land Acquisitions Agency Perspectives What is the Value of Land Planning for Real Estate Appraisers Appraising the Tough Ones 2005 7 -Hour National USPAP Update Course Professional's Guide to the Uniform Standard Residential Appraisal Report Income Valuation of Small, Mixed -Use Properties PROFESSIONAL SERVICES AGREEMENT -12- 1/2015 CITY OF Federal Way Qualifications of Appraiser, p. 2 Scope of Work: Expanding Your Range of Services Transit Oriented Development FHA and The Real Estate Market Right -Of -Way Acquisition Process for Federally Funded Projects The Economics of Housing in CO's Volatile Market Sales Comparison Valuation of Small, Mixed -Use Properties Separating Real & Personal Prop. from Intangible Bus. Assets Litigation Appraising: Specialized Topics and Applications Standards of Prof. Practice, Part C Condemnation Appraising: Advanced Topics and Applications The Appraiser as an Expert Witness: Preparation & Testimony Standards of Professional Practice, Part B Standards of Professional Practice, Part A (USPAP) Litigation Skills for the Appraiser How to Appraise FHA - Insured Property Understanding Limited Appraisals The Appraiser's Complete Review Rates, Ratios & Reasonableness Standards of Prof. Practice, Part B Standards of Prof. Practice, Part A Case Studies in R.E. Valuation Capitalization Theory & Techniques, Part A Capitalization Theory & Techniques, Part B Applied Residential Property Valuation Introduction to Appraising Real Property EXPERIENCE CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cltyotlederahvay com FHA Approved Appraiser - 1979 — CHUMS #2008 Senior Appraiser - Falk & Smith Associates 1981 - 1984 Approved Instructor - Society of Real Estate Appraisers Senior Appraiser - Metropolitan Appraisers, Inc. 1984 - 1990 Vice President - Metropolitan Appraisers, Inc. 1991 Member of Veterans Administration Fee Panel - 1993 - VA Fee Panel #1111 LITIGATION: Accepted as an Expert Witness by the Following: City and County of Denver District Court Arapahoe County District Court Jefferson County District Court El Paso County District Court Weld County District Court Douglas County District Court PROFESSIONAL SERVICES AGREEMENT -13 - 1/2015 CITY OF A**._... Federal Way Qualifications of Appraiser, p. 3 PARTIAL LIST OF CLIENTS Arvada Urban Renewal Authority Attorneys Banks Billboard Operators City of Black Hawk City of Colorado Springs City of Denver City of Englewood City of Federal Way, Washington City of Fort Collins City of Greeley City of Lakewood City of Seattle, Washington Colorado Department of Transportation Colorado Housing and Finance Authority Credit Unions Federal Housing Administration H.C. Peck & Associates Habitat for Humanity Mortgage Companies Private Parties Public Service Co. of Colorado Real Estate Companies /Brokers Regional Transportation District Sound Transit Authority, Seattle University of Denver Veterans Administration Western States Land Services PROFESSIONAL MEMBERSHIPS AND DESIGNATIONS CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www ci yoffederalway com Society of Real Estate Appraisers - Senior Residential Appraiser (SRA), 1982 Society of Real Estate Appraisers - Senior Real Property Appraiser (SRPA), 1990 Appraisal Institute - Member of the Appraisal Institute (MAI), 1994, MAI #10,324 Member: Board of Directors of the Colo. Chapter of the Appraisal Institute, 1998 -2000 Education Chair for the Colorado Chapter of the Appraisal Institute, 2004 -2005 Board Member: Colorado Board of Assessment Appeals, 2010 -2014 Associate Member: Colorado Association of Tax Assessors, 2011 -2014 Member: National Association of Hearing Officials. PROFESSIONAL SERVICES AGREEMENT -14- 1/2015 CITY OF CITY HALL Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www atyoffederafway com LANDOWNER INTERVIEW: 1) What is the rent paid for the billboard site? 2) Monthly, quarterly, annually? 3) Escalations? 4) Do you intend to leave the billboard on the property? 5) Has the billboard generated complaints? (neighbors, tenants, associations etc.) 6) If the billboard is removed will it decrease the value of your property? 7) What is the minimum rent you would accept from the billboard company? 8) Was the board in place when you purchased the property? 9) If yes, did the billboard have any influence on the price paid? 10) Did you know the income from the lease? Did you have a copy of the lease? 11) When does the lease expire? 12) If lease was recently negotiated —how was the price determined? 13) Has the presence of the sign influenced your use of the property in a negative manner? 14) Would you like a larger sign and more income? 15) Have you listed the property for sale with the billboard in place? 16) If yes, what has been the impact of the billboard on potential purchasers? PROFESSIONAL SERVICES AGREEMENT -15 - 1/2015 CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com CHECKLIST (Sample Billboard Operator Data Request) The following items are requested in order to expedite the appraisal assignment Rate Cards: 2. What is the advertised rate fora bulletin (14 X 48)? 3. For a 30 -sheet poster? 4. For an 8 -sheet poster? 5. Please provide a three -year operating history for the subject billboard Including: a. Contracts for advertising b. Locations and DEC's (or "Eyes On Impressions ") for billboards within the subject's showing 6. What is the percentage of sales by outside agencies? 7. What is the typical agency commission? 8. Current sign site lease 9. Current estimate of Daily Effective Circulation (DEC) 10. Current "Eyes On Impressions" 11. List of capital improvements or repairs to the structure in the last three years 12. Copy of advertising permit with the State of Washington 13. Copy of advertising permit with the City of Federal Way 14.1 would also desire the opportunity to interview the landowner in regard to the history of the billboard. Uniform Standards of Professional Appraisal Practice require the appraiser to analyze all agreements of sale, options or listings of the subject property(s) current as of the Effective Date of the Appraisal. These items must be discussed or the reason for their omission clearly stated within the appraisal report. Please provide such information to the appraiser as is appropriate to the valuation assignment. PROFESSIONAL SERVICES AGREEMENT - 16- 1/2015 CITY OF '�._. Federal Way EXHIBIT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityot%deralway com 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: Greg Near A) Preparation for deposition; preparation for trial ($150.00/hour, $1,000 for an eight -hour day) B) Deposition; trial work; testimony: $200.00/hour (1/2 -day minimum for trial) Unit price appraisals. Fee: $7,500.00 for the first sign report (Billboard 1) $3,750.00 for the second sign report (Billboard 2) Reimbursable Expenses. The actual customary and incidental expenses incurred by Contractor in performing the Services including travel expenses and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Seven Thousand Five Hundred and No /100 Dollars ($7,500.00). PROFESSIONAL SERVICES AGREEMENT - 17- 1/2015 CITY OF '�..... Federal Way EXHIBIT C INSURANCE CERTIFICATE CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www ciiyoffederalwaycom PROFESSIONAL SERVICES AGREEMENT - 18 - 1/2015 GREGG NEAR 11800 W 24TH PLACE CIR LAKEWOOD, CO 80215 F11( V INCREASED LIMITS OF LIABILITY ENDORSEMENT $1,000,000 PER CLAIM 1$1,000,000 AGGREGATE ALL CLAIMS It is understood and agreed that the following amendment is made to the pdioy Declarations page only as respects the Appraiser named below and only as respects a Claim first made against such Appraiser and reported to the Company in writing after the effective date of this Endorsement and before the expiration date of the Individual Policy Period: ITEM 3. LIMITS OF LIABILITY of the Declarations is deleted in its entirety and replaced bythe following: ITEM 3.LIMITS OF LIABILITY (a) $1,000,000 per Appraiser per Claim (b) $1,000,000 Aggregate per Appraiser This Endorsement does not apply to any Claim made prior to the effective date of the Endorsement or after the expiration of the Individual Policy Period. Nothing herein shall serve to increase any Sublimits of Liability shown on the Declarations page or any amounts provided under the Section of the policy entitled SUPPLEMENTARY PAYMENTS. If, prior to the effective date of this endorsement, any Insured had a reasonable basis to believe that a Claim may arise, then this endorsement shall not apply to such Claim or Related Claim. SCHEDULE- GREGG NEAR All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA76827CO (10 -13) Page 1 Insured Name: GREGG NEAR Policy No: 15 AP 0002CO- Effective Date: 1/1/2015 to 1/112016 ©CNA Al RiVsFbserved. Rf J C Rice Insurance Services Company, LLC • We put the Experience and Options in E &O programs - 4211 Norbourne Boulevard, Louisville, Kentucky 40207 -4048 Post Office Box 6709, Louisville, Kentucky 40206 -0709 Phone: (800) 637 -7319 Fax: (502) 897 -7174 Website: www.nsceo.com NOTICE Important Information Regarding Your Increased Limits of Liability Endorsement THIS NOTICE DOES NOT AMEND YOUR POLICY OR ANY APPLICABLE ENDORSEMENTS. IT PROVIDES SOME INFORMATION REGARDING THE POLICY AND ABOVE- REFERENCED ENDORSEMENT. READ YOUR POLICY AND ANY APPLICABLE ENDORSEMENTS CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE POLICY, TOGETHER WITH ANY APPLICABLE ENDORSEMENTS, DETERMINES THE SCOPE OF YOUR INSURANCE COVERAGE. Rice Insurance Services Company, LLC (RISC) administers your errors and omissions insurance policy, which is issued by Continental Casualty Company (Continental), a CNA company. Please read the following important information regarding your policy and endorsement: THE ENDORSEMENT WILL NOT APPL Y TO ANY CLAIMS THAT ARISE BEFORE THE ENDORSEMENT'S INCEPTION DATE OR AFTER THE ENDORSEMENT'S END DATE (OR ANYAPPLICABLE EXTENDED REPORTING PERIOD). What if a Claim is Made Before the Endorsement is Purchased or After it Expires: The endorsement only applies to claims that are made and reported during the time period shown on the endorsement or any applicable extended reporting period.* The endorsement will not apply to any claims that arise before the endorsement's inception date or after the endorsement's end date (or any applicable extended reporting period). Additionally, the professional services must have been performed after your retroactive date. You should continue to purchase this endorsement for as long as you want Use coverage to apply, not only during the time the transaction occurred. What Is and Isn't Covered: The endorsement amends the policy. Only the policy and any applicable endorsements can provide the actual terms, coverages, amounts, conditions, and exclusions. We strongly recommend you read the entire policy, including the "Exclusions" section, and any applicable endorsements. You may obtain a copy of the policy on our webske, www.risceo.com. You may also request copies of the policy and any applicable endorsements by calling us at (800) 637 -7319, Ext. 1., or emailing us at policyadminstrator @ risceo. com. Reporting Claims: The policy is a claim -made- and - reported policy. Failure to report a Claim timely may jeopardize any coverage that would otherwise have been available. Therefore, it is essential to notify us in writing immediately (and no more than 90 days after) any Claim first arises. Please note that orally informing RISC of a Claim is not adequate reporting and will not constitute notice of the Claim to Continental. Some Insureds may believe that a Claim is not made until a lawsuit is filed. That is not necessarily the case. We suggest you review the policy's definition of a Claim and note that even an email received by the Insured may meet the definition of a Claim in some instances. • How to Notify Continental of a Claim: Submit a completed Notice of Claim Form (available on our website at http: //www.risceo.com/NOTICE OF CLAIM_FORM.pdf or by calling us at 1- 800 -637 -7319, Ext. 2, and requesting one) by any of the following methods: U.S. Mail Delivery : RISC, Claims Department Post Office Box 6709 Louisville, Kentucky 40206 -0709 Ovemight Delivery: RISC, Claims Department 4211 Norbourne Boulevard Louisville, Kentucky 40207 -4048 Electronic Delivery: Email: claims @risceo.com Fax: (502) 896 -6343 • Have Questions or Concerns: Feel free to call, email, or fax us. We are always happy to help. *If the policy is canceled priorto the expiration date indicated, the endorsement wil also be cancelled. In that event, notice will bedelivered h accordance with the policy provision: CNA is a service mark and trade name registered with the US Patent and Trademark Office. The program referenced herein is underwritten by Continental Casualty Company, CNA insurance company. This information is for ilustrafive purposes only and is not a contract. It is intended to provide a general overview of the products and services offere Only the applicable policy can provide the actual terms, coverages, amounts, conditions, and exclusions. In the event of a clain, the nature and extent of coverage is determine based on the claim's facts, circumstances, and allegations and application of the relevant polcy's terms, conditions, and exclusions. The E &O program described herein is onl available in certain states. 02014 CERTIFICATE OF REAL ESTATE APPRAISER ERRORS AND OMISSIONS INSURANCE Insurance Company: Continental Casualty Company, a CNA insurance company (Continental) Producer: Rice Insurance Services Company, LLC (RISC) 4211 Norbourne Boulevard, Louisville, Kentucky 40207 -4048 Phone: (800) 637 -7319 Fax: (502) 897 -7174 Mailing Address: GREGG NEAR VALUATION SERVICES, LLC 11800 W 24TH PLACE CIR LAKEWOOD, CO 80215 THIS CERTIFICATE OF INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE SET FORTH IN THE POLICY AND ANY ENDORSEMENTS ISSUED TO THE APPRAISER, THIS CERTIFICATE DOES NOT AMEND,EXTEND,OR ALTER THE COVERAGE AFFORDED BY THE INSURANCE POLICY REFERENCED HEREIN. This is to certify that the following Appraiser is insured, as stated below, through the group errors and omissions insurance policy issued to the Colorado Department of Regulatory Agencies, Division of Real Estate: Insured Appraiser: GREGG NEAR Appraiser License Number / Certification Number: CG 1313136 (if applicable) Policy Number: 15 AP 0002CO- / 00700317 Individual Policy Period: 01101/2015 to 01/01/2016 Limits of Liablity: $100.000 per claim / $300.000 aggregate" Deductibles: Damage Deductible: $500 Claim Expense Deductible: $0 This policy is a claims -made- and - reported policy. It only applies to Claims that are made and reported during the Individual Policy Period or any applicable Extended Reporting Period. To protect the Insured's interest and preserve any available coverage, it is essential to report claims timely in accordance with the policy provisions. You may obtain a copy of the group policy online at: www.risceo.com. You may also obtain copies of the group policy and any optional endorsements purchased by calling (800) 637 -7319, ext. 1. Authorized Representative: Date Generated:. 1/16/2015 * If this policy is cancelled prior to the expiration date indicated, notice will be delivered in accordance with policy provisions. * *Limits of liability may have been reduced by payments on claims. Date of Enrollment: 12/16/2014 POLICYHOLDER NOTICE - COLORADO IMPORTANT NOTICE TO POLICYHOLDERS I COLORADO DISCLOSURE FORM CLAIMS - MADE POLICY THIS DISCLOSURE FORM IS NOT YOUR POLICY. IT DESCRIBES SOME OF THE MAJOR FEATURES OF OUR CLAIMS - MADE POLICY FORM. READ YOUR POLICY CAREFULLY TO DETERMINE RIGHTS, DUTIES, AND WHAT IS AND IS NOT COVERED. ONLY THE PROVISIONS OF YOUR POLICY DETERMINE THE SCOPE OF YOUR INSURANCE PROTECTION. DEFINITIONS 1. 'Claims Made coverage means an insurance policy that provides coverage only if a claim is made during the policy period or any applicable extended reporting period. A claim made during the policy period could be charged against a claims - made policy even if the injury or loss occurred many years prior to the policy period. If a claims - made policy has a retroactive date, an occurrence prior to that date is not covered. 2. 'Extended Reporting Period' means a period allowing for making claims after expiration of a claims - made policy. This is also known as a tail'. 3. 'Occurrence coverage' means an insurance policy that provides liability coverage only for injury or damage that occurs during the policy term, regardless of when the claim is actually made. A claim made in the current policy year could be charged against a prior policy year, or may not be covered, if it arises from an occurrence prior to the effective date. 4. 'Retroactive Date' means the date on a claims - made policy which denotes the commencement date of coverage under this policy. YOUR POLICY Your policy is a claims - made policy. It provides coverage only for injury or damage occurring after the policy retroactive date (if any) shown of your policy and the incident is reported to your insurer prior to the end of the policy period. Upon termination of your claims - made policy an extended reporting period option is available from your insurer. There is no difference in the kind of injury or damage covered by occurrence or claims - made policies. Claims for damages may be assigned to different policy periods, depending on which type of policy you have. If you make a claim under your claims - made policy, the claim must be a demand for damages by an injured party and does not have to be in writing. Under most circumstances, a claim is considered made when it is received and recorded by you or by us. Sometimes, a claim may be deemed made at an earlier time. This can happen when another claim for the same injury or damage has already been made, or when the claims is received and recorded during an extended reporting period. PRINCIPAL BENEFITS This policy provides for claims - made coverage up to the maximum dollar limit specified in the policy. CNA71221 CO (10 -12) Policy No: 14 AP 0001 CO Page 1 Endorsement No: 1 Insured Name: The Colorado Department of Regulatory Agencies — Division of Real Effective Date: 01/01/2014 to Estate on behalf of its licensees who hold an active real estate appraiser license 01/0112015 under the Colorado Real Estate License Act and who have paid the required prenium 0 CNA All Rights Reserved. ��Ay/ The principal benefits and coverages are explained in detail in your claims - made policy. Please read it carefully and consult your insurance producer about any questions you might have. EXCEPTIONS, REDUCTIONS AND LIMITATIONS Your claims - made policy contains certain exceptions, reductions and limitations. Please read them carefully and consult your insurance producer about any questions you might have. RENEWALS AND EXTENDED REPORTING PERIODS Your claims - made policy has some unique features relating to renewal, extended reporting periods and coverage for events with long periods of potential liability exposure. If there is a retroactive date in your policy, no event or occurrence prior to that date will be covered under the policy even if reported during the policy period. It is therefore important for you to be certain that there are no gaps in your insurance coverage. These gaps can occur in several ways. Among the most common are: 1. If you switch from an occurrence policy to a claims - made policy, the retroactive date in your claims - made policy should be no later than the expiration date of the occurrence policy. 2. When replacing a claims - made policy with a claims - made policy, you should consider the following: a. The retroactive date in the replacement policy should extend far enough back in time to cover any events with long periods of liability exposure, or b. If the retroactive date in the replacement policy does not extend far enough back in time to cover events with long periods of liability exposure, you should consider purchasing extended reporting period coverage under the old claims - made policy. 3. If you replace this claims - made policy with an occurrence policy, you may not have insurance coverage for a daim arising during the period of claims - made coverage unless you have purchased an extended reporting period under the claims - made policy. Extended reporting period coverage must be offered to you by law for a least one year after the expiration of the claims - made policy at a premium not to exceed 200 % of your last policy premium. CAREFULLY REVIEW YOUR POLICY REGARDING THE AVAILABLE EXTENDED REPORTING PERIOD COVERAGE, INCLUDING THE LENGTH OF COVERAGE, THE PRICE AND THE TIME PERIOD DURING WHICH YOU MUST PURCHASE OR ACCEPT ANY OFFER FOR EXTENDED REPORTING PERIOD COVERAGE. CNA71221 CO (10 -12) Policy No: 14 AP 0001CO Page 2 Endorsement No: 1 Insured Name: The Colorado Department of Regulatory Agencies— Division of Real Effective Date: 01/01/2014 to Estate on behalf of its licensees who hold an active real estate appraiser license 01/01/2015 under the Colorado Real Estate License Act and who have paid the required premium 0 CNA All Rights Reserved. OPERATING AGREEMENT OF Tlx+alrel A . VALUATION SERVICES LLC THIS AGREEMENT is made and entered into by and between the sole Manager and sole Member of VALUATION SERVICES LLC (hereinafter the "LLC" or "Limited Liability Company "), who covenant and agree as follows: ARTICLE I. MANAGER 1. Except as provided by law to the contrary, management of the Limited Liability Company's business and affairs shall be vested in the Manager. The Manager shall have such rights and duties as imposed by law. 2. The number of Managers of the Limited Liability Company shall be ONE (1). The initial manager shall be GREGG NEAR, 11800 West 24h Place Circle, Lakewood, CO 80215. 3. The Manager shall be elected by the Members who hold the majority of the ownership interests of the LLC. 4. The Limited Liability Company is authorized to indemnify and shall indemnify the manager against liability incurred in any proceeding where such person was made a party to a proceeding because he is or was a Manager if a. He conducted himself in good faith; b. He reasonably believed: i. In the case of conduct in his official capacity, that his conduct was in the Limited Liability Company's best interests; or ii. In all other cases, that his conduct was at least not opposed to the Limited Liability Company's best interests; and iii. In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. 5. Action required or permitted to be taken at a Managers' meeting may be taken without a meeting if the action is evidenced by one or more written consents describing the 1 action taken, signed by each Manager entitled to vote. Such action is effective when all Managers entitled to vote have signed the consent, unless the consent specifies a different effective date. Written consent of the Managers entitled to vote has the same force and effect as a unanimous vote of such Managers and may be stated as such in any document. 6. No meeting of the Managers is required. ARTICLE II. CONTRIBUTIONS 1. As of the date of this agreement there is ONE MEMBER of the LLC, whose name and address is: GREGG NEAR, 11800 West 24`h Place Circle, Lakewood, CO 80215. 2. As of the date of this agreement the capital account of the LLC and all membership interests are owned as follows: GREGG NEAR 100% 3. Any Member may withdraw or terminate his Membership in the Limited Liability Company at any time. When any Member terminates his Membership in the Limited Liability Company, then the Limited Liability Company shall have no duty to return the contributions of the withdrawing Member until dissolution of the LLC. 4. The Members shall receive distributions of income or assets of the Limited Liability Company as may be determined from time to time by the Manager in his sole discretion. ARTICLE III. MEMBERS 1. Meetings of Members may be held at such place, either within or without this state, as may be directed by the Manager. No meeting of the Members is required. 2. Each Member present in person or by proxy shall be entitled to vote his interest (or the interest held by proxy) owned by him or her in the LLC. F411 :'4041111:1 VO-003 21 • Profits and losses of the Limited Liability Company shall be distributed to the Members in proportion to their ownership of the capital accounts. ARTICLE V. DISTRIBUTIONS 1. In the event of any distributions of cash, loss, property, real property and other assets of the Limited Liability Company to its Members, the same shall be distributed among the Members in proportion to their ownership of the capital account. 2. When any Member terminates his Membership in the Limited Liability Company, then the Limited Liability Company shall have no duty to return the contributions of the 2 withdrawing Member until dissolution of the LLC. If, notwithstanding the foregoing sentence a Court orders a return of contributions, to a withdrawing Member when the LLC continues to operate and function as an LLC without dissolution, then the LLC shall have the option and right to pay to the withdrawing Member a sum equal to his or her contributions to the capital account in the form of an unsecured promissory note payable over and amortized over ten years bearing interest at the rate of 4% per annum or a distribution of the assets of the Limited Liability Company in kind subject to all liens, reservations, rights of way, mortgages, easements and restrictions of record, in lieu of cash, as determined by the manager in its discretion. ARTICLE VI. INFORMAL ACTION I . Any action required or permitted to be taken at a meeting of the Members may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof. 2. Any action required or permitted to be taken at a meeting of the Managers may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Managers entitled to vote with respect to the subject matter thereof. ARTICLE VII. FISCAL YEAR The fiscal year of the Limited Liability Company shall begin on the first day of January and end on the last day of December each year. ARTICLE VIII. AMENDMENTS This agreement may be altered, or amended by the Members who own a majority of the capital account. ARTICLE IX. MANAGEMENT DUTIES AND RESTRICTIONS I. The Manager of the Limited Liability Company shall have full authority to execute any warranty deed, any deed of trust encumbering real property owned by the Limited Liability Company, endorse any note, act as an accommodation party or otherwise become surety for any person, in the discretion of the Manager. The Manager shall have full authority without restriction to act on behalf of the LLC. The Manager may, on behalf of the Limited Liability Company borrow or lend money, deliver or accept any commercial paper or execute any mortgage, deed, bond or sell or contract to sell any real estate of the Limited Liability Company. 2. No loans shall be contracted on behalf of the Limited Liability Company and no evidences of indebtedness shall be issued in its name unless authorized by the Manager or authorized by a document signed by the Manager. Such authority may be general or confined to speck instances. 3. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Limited Liability Company shall be signed by the Manager or agents of the Limited Liability Company and in such manner as shall from time to time be determined by the Manager. 4. All funds of the Limited Liability Company unless otherwise employed shall be deposited from time to time to the credit of the Limited Liability Company in such banks, trust companies or other depositories as the Manager may select. ARTICLE X. RIGHT OF FIRST REFUSAL 1. Nothing shall limit or restrict the transfer of LLC interests from one Member to another person who is a Member on the date of this Agreement. Any other transfer of any interest of the LLC shall be governed by the following provisions: a. Any transfer of any interest in the Limited Liability Company by a Member and all provisions of this Article shall be subject to all provisions of the Colorado Limited Liability Company Act which limit the transferability of any Member's interest. b. If all Members of the Limited Liability Company other than the Member proposing to dispose of his or its interest do not approve of the proposed transfer or assignment by unanimous written consent, the transferee of the Member's interest shall have no right to participate in the management of the business and affairs of the limited liability company. The transferee shall only be entitled to receive the share of profits or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. C. If any Member shall at any time propose to sell or otherwise dispose of for consideration any or all of his interest in the Limited Liability Company, he shall first make a written offer to sell his entire interest to the other Members upon the same terms and conditions. Such offer shall state the name of the proposed transferee and all the terms and conditions of the proposed transfer. Such offer shall be deemed to be "received" five days after it is deposited in the U.S. Mail Return Receipt Requested postage prepaid addressed to the other Members. The (non - selling) Members receiving such notice shall have the right for a period of 90 days after receipt of such notice to elect to purchase the interest of the selling Member that is being offered for sale. The right to purchase shall be exercised by the buying Members giving written notice of its exercise to the selling Member within 90 days of receipt of the offer to sell. Payment for such interest shall be made in the same manner and in the same amount as the terms of the proposed transfer. If the buying Members fail to purchase such interest within the time granted for that purpose, the interest proposed to be sold may be transferred (subject to all restrictions of the Colorado Limited Liability Company Act) upon the previously stated terms and conditions within a period of sixty days after the purchaser's right to purchase has elapsed. This provision shall be complied with each time a new offer or counteroffer is received by any Member. ARTICLE XI. CERTIFICATES OF OWNERSHIP The Limited Liability Company shall not issue certificates representing ownership of or Membership in the Limited Liability Company. 4 ARTICLE XIL COMPENSATION AND EXPENSES Expenses: In connection with the conduct, operation, and management of the assets of the LLC and the operation of the LLC's business, the Manager may charge the LLC, and shall be reimbursed, for any direct expenses reasonably incurred in connection with the LLC's business including but not limited to the purchase, sale, leasing, financing, re- financing, or management of any real property; provided, however, that no such expense shall be incurred other than at a price which is reasonable and at market rates for such expense. The Members expressly acknowledge and agree that the Manager shall be reimbursed for any legal, accounting, or other professional fees that they have incurred in conjunction with the preparation of this Agreement. ARTICLE XIII. TAX RETURNS The Manager shall arrange for the preparation and timely filing of all tax returns relating to the LLC's operations and its income, gain, losses, deductions, and credits, as necessary for federal, state, and local income tax purposes. ARTICLE XIV. AMENDMENT This agreement may be amended from time to time by a favorable vote of a majority of the interests of the LLC. ARTICLE XV. POWER OF ATTORNEY 1. Each Member hereby makes, constitutes, and appoints the Manager and his successors, its true and lawful attorney -in -fact for it and in its name, place, and stead and for its use and benefit, to sign, execute, certify, acknowledge, swear to, file, and record: (a) all certificates of assumed name or similar certificates, and other certificates and instruments which the Manager deem necessary or appropriate to be filed by the LLC under the laws of the State of Colorado or any other state or jurisdiction in which the LLC is doing or intends to do business; (b) any and all amendments or changes to this Agreement and the instruments described in the preceding clause (a), as now or hereafter amended, which the Manager deems necessary or appropriate to effect a change or modification of the LLC in accordance with the terms of this Agreement, including, without limitation, amendments or changes to reflect (i) the exercise by the Manager of any power granted to it under this Agreement, (ii) the admission of any substituted Member, and (iii) the disposition by any Member of its interest in the LLC; (c) all certificates of cancellation and other instruments which the Manager deems necessary or appropriate to effect the dissolution and' termination of the LLC pursuant to the terms of this Agreement; and (d) any other instrument which is now or may hereafter be required by law to be filed on behalf of the LLC or is deemed necessary or appropriate by the Manager to carry out fully the provisions of this Agreement in accordance with its terms. Each Member authorizes such attomey -in -fact to take any further action which such attorney -in -fact shall consider necessary or advisable in connection with any of the foregoing, hereby giving such attorney -in -fact full power and authority to do and perform each and every act or thing whatsoever requisite or advisable to be done in connection with the foregoing as fully as such Member might or could do personally and hereby ratifying and confirming all that such attorney -in -fact shall lawfully do or cause to be done by virtue thereof or hereof. 2. Power to convey real property: Included in the powers described above the Manager shall be appointed the agent of each Member for the purpose of buying, selling, conveying, granting, or deeding by warranty deed or quit claim deed, mortgage or deed of trust any interest of the LLC or any real property of the LLC for any lawful purpose. Nature of Special Power. The power of attorney granted pursuant to this Article: (a) is a special power of attorney coupled with an interest and is irrevocable; (b) may be exercised by any such attorney -in -fact by listing the Members executing any agreement, certificate, instrument, or other document with the single signature of any such attorney -in -fact acting as attorney -in -fact for all such Members, and (c) shall survive the Bankruptcy, insolvency, dissolution, or cessation of existence of a Member and shall survive the delivery of an assignment by a Member of the whole or a portion of its Interest in the LLC, except that where the assignment is of such Member's entire interest in the LLC and the assignee is admitted as a substituted Member, the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling any such attorney -in -fact to effect such substitution. ARTICLE XVI, WAIVER OF PARTITION RIGHT Each of the Members, individually and for himself, irrevocably waives any right that he may have to maintain any action for partition with respect to any real property owned by the LLC, any of the LLC assets or any asset distributed by the LLC to a Member, whether upon withdrawal of a Member or upon dissolution of the LLC. ARTICLE XVII. VALUATION For purposes of establishing the fair market value of any real property of the LLC, any market analysis done by a licensed real estate broker shall be relied upon by the Manager and Members. ARTICLE XVIII. MISCELLANEOUS 1. The LLC may own partnership interests or interests in other LLCs as the Manager may determine in the Manager's sole discretion. 2. Except as otherwise provided in this Agreement, all actions which the Manager may take and all determinations which the Manager may make pursuant to this Agreement may be taken and made at the sole and absolute discretion of the Manager. 3. Nothing in this Agreement, expressed or implied, is intended to confer any rights or remedies upon any person, other than the parties herein and, subject to the restrictions on assignment herein contained, their respective successors and assigns. This agreement is binding upon the heirs, successors, and assigns of the Members. 0 5. The laws of the State of Colorado shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Manager and Members. Any action brought by Members against the LLC, the Manager, or other Interest Holders individually or derivatively shall be brought in a District Court in the County of Adams, State of Colorado and in no other court. 6. Any person seeking enforcement of the provisions of this agreement shall be entitled to equitable relief, injunctions and specific performance and other equitable relief and remedies at law shall be deemed to be inadequate to enforce the provisions hereof. Any party seeking enforcement of the provisions hereof shall be awarded his attorney fees and costs if he prevails in a substantial number of his allegations. 7. This agreement shall be deemed to be drafted by each and all of the parties hereto. Dated: December . , 2014. ol MANAGER ABOUT US I CONTACT US Doing business Business types Register my business My account Audits Find taxes & rates Workshops & education Get a form or publication Find a law or rule We need your help. Take a 30 sec survey Help us improve! Ta�:� Page 1 of 1 If "Non- revenue" appears after Tax Registration Number, the account is not registered with the Department of Revenue. However, it may be registered with other agencies in the state. Ex' Washington State Department of Revenue State Business Records Database Detail TAX REGISTRATION NO: 603478194 ACCOUNT OPENED: 12/01/201412:00:00 AM UBI: 603478194 ACCOUNT CLOSED: OPEN ENTITY NAM: VALUATION SERVICES LLC BUSINESS NAME: MAILING ADDRESS: BUSINESS LOCATION: 11800 W 24TH PLACE CIR 11800 W 241H PLACE CIR LAKEWOOD, CO 80215 -1180 LAKEWOOD, CO 80215 -1180 ENTITY TYPE: LIMITED LIABILITY RESELLER PERMIT NO: N/A PERMIT EFFECTIVE: N/A NAILS CODE: 541890 PERMIT EXPIRES. N/A NAICS DEFINITION: OTHER SERVICES RELATED TO ADVERTISING (PT) FOR NON - COMMERCIAL USE ONLY 03/05/2015 10.48 AM CONTACT US I ABOUT US I QUESTIONS & ANSWERS I PRINTER FRIENDLY I CAREERS oeEspafiot I Py—W I PI=' I Tagalog I Tiling Vibt i iX s �ACCess Washington. Your Prtvacy IC2010 WASHINGTON STATE DEPARTMENT OF REVENUE AND ITS LICENSORS. ALL RIGHTS RESERVED. Voter registration assistance (SECRETARY OF STATE) http: / /dor.wa.gov/ content/ doingbusiness/ registermybusiness /brd /Default.aspx 3/5/2015 Federal Way February 4, 2015 Greg Near, MAI, SRA Metropolitan Appraisers, Inc. 3534 S Lincoln Street Englewood, CO 80113 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www. cityoffederalway.. com Re: Professional Services Agreement, Pacific Highway S HOV Lanes Phase V — Billboard Appraisals Signature Letter Dear Mr. Near: Enclosed for your review and approval is an original Professional Services Agreement, including exhibits, for Pacific Highway S HOV Lanes Phase V Billboard Appraisals between the City of Federal Way and Metropolitan Appraisers, Inc. As you review the contract, please make note of the following items: • Your signature is required on the Professional Services Agreement (page 6) in the presence of a notary public. • A Certificate of Insurance is required naming the City of Federal Way as an additional insured. (Refer to Exhibit "C" of the Professional Services Agreement.) • Provide the City with current Proof of Authority allowing signatory to sign on behalf of Metropolitan Appraisers, Inc.; Proof of Authority required is a certified copy of the Corporate Resolutions for Metropolitan Appraisers, Inc., resolving who is allowed to sign on behalf of the said corporation (in title only) and a complete list of the Corporate officers, name and title (updated annually with the Secretary of State). • Copy of current City of Federal Way Business License (or Register Company Name with the City of Federal Way - Complete the enclosed Business License Packet. • Copy of current State of Colorado Corporation Registration. • Complete the enclosed Accounts Payable Vendor/W -9 Form and return (or fax) as soon as possible to our Finance Department. The City will be unable to process payments for invoices without the completed form. Please note that the City is unable to execute the contract until the proof of authority documentation and appropriate insurance certificate with the appropriate insurance minimum limits are received. Time is of the essence and the prompt return of this document will be greatly appreciated. Once the contract has been fully executed by the City, the City will issue a formal Notice to Proceed. Should you have any questions or need additional information, please don't hesitate to contact me at 253- 835 -2722. Sincerely, ohn Mulkey, P.E� Interim Street Systems Manager City of Federal Way JM:jo Enclosures cc: Marwan Salloum, P.E., Public Works Director Joanne Tibbles, Accounting Technician 11 Debbie Hall, Accounting Technician 11 Project File Day File