The URL can be used to link to this page

AG 18-005 - Tax Recovery Services, LLC RETURN TO: FI Department EXT: 2527 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Fi Department 2. ORIGINATING STAFF PERSON: Sherri Nelson EXT: 2527 3. DATE REQ.Bar 12/15/2021 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT A PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E O.BOND RELATED DOCUMENTS) ❑ ORDINANCE r— ❑ RESOLUTION CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Amendment#3(time only) 6. NAME OF CONTRACTOR: Tax Recovery Services LLC ADDRESS: P•O Box 680 Spaneway,WA 08387 TELEPHONE 253-223-4966 E_NI A)L,-crisp@trs-inlegriy com FAX: SIGNATURE NAME: Michael J. CrispTITLE 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: Execution COMPLETION DATE: 12J31/2023 9. TOTAL COMPENSATION$no change (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLQYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ®YES DNO IF YES,$ PAID BY.❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: M RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: they pay the city 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL I DATE APPROVED ❑ PROJECT MANAGER lJ DIRECTOR r ❑ RISK MANAGEMENT (IF APPLICABLE) L LAW MP 11/10/2021 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 ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED 9 L DEPARTNIEN'T Y 1 tat IG`N.4T0R5'(..mAY(1R.OR DIRECTOR) rY :ITI CLERK ((7 ❑ ASSIGNED AG# A # "'" `-� [�p G COMMENTS: 2/2017 CITY OF CITY HALL Federal Way 333� South Federall Way.WA 9800303 -6325 (253) 835-7000 wa4v aiynlfederalway_com AMENDMENT NO. 3 TO PROFESSIONAL SERVICES AGREEMENT FOR TAX RECOVERY SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation("City"), and Tax Recovery Services,LLC, a Washington limited liability company("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Tax Recovery Services ("Agreement") dated effective January 3, 2018, as amended by Amendment No. 1 and 2 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2023 ("Amended Term"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Parry consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 _Y OF CITY Btb Federal WayFeder Sth Avenue. %AAScut Federal 4tiay. +,^r'A 98003-6325 (253) 835-7000 t,-i"v ciryotfederahvav con) IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: �-r By: 'UvL' Jim F 11 Nfayor tep an' urtney, CM City Clerk DATE: �'" ZZ)A). r APF OVED AST FORM: /7Ryan Call, City A e TAX RECOVERY SERVICES,LLC: By-. Printed Name: \N o, .y Title: �� S c\ 2� DATE: , C-)-q� S STATE OF WASHINGTON ) ss_ COUNTY OF } I � } On this day personally appeared before me k, to me known to be the of TYJ�emy"14 S-Prv%'(Ps Lac,__ that executed the foregoing instrument, and acknowledged the said instrwment to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this 2Q'I`� day of 1 f 72021, (411! , F ER Notary's signature 4,�, , Notary's printed name No ublic in and for the State of Washington. My commission expires 2 AZ xx tt AMENDMENT - 2 - Rev. 3/2017 ■' ` CERTIFICATE OF LIABILITY INSURANCE tl 120l2C121(MMIDD/21 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER_ THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGA710NIS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT PROPEL INSURANCEIPHS NAME FAX PHONE (866)467-8730 (8i38)443�112 52819943 (AIC,No,Ext): (AIC.No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC$ INSURED INSURERA: Hartford Casualty Insurance Company 29424 TAX RECOVERY SERVICES LLC INSURERB: PO BOX 608 INSURE RC: SPANAWAY WA 98387-0608 INSURER D: IN SU RER E: N INSURER F: N' _ COVERAGES CERTIFICATE NUMBER REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD o INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF IN ADDL SU13R POLICY NUMBER POLICY EFF POLICY EXP LIMITS L .__1 SR MWDDIYYY MID IY Y GOMMERGIALGEh "` EACH OCCURRENCE $2,000,000 - UR DAMAGE TO TENTED $300,000 � PREh41SL5 ICa nr.�:urrencu) X General Ltability MED EXP(Any one person) $10,000 A X 52 SBA IX2251 02/13/2021 02/13/2022 PERSONAL BADV INJURY $2,040,000 r,:LAGGYRELIMITAPPLIESPER: GENERAL AGGREGATE $4,00�0,000 ❑PRO FX LOC PRODUCTS-COMP/OP AGG $4,000,000 JECT _ OTHER AUTOMOBILE LIABILITYCOMBINED SINGLE LIMIT $2,000,000 I ANY AUTO BODILY INJURY(Per person) A ALLOWNED SCHEDULED 52 SBA IX2251 02/13/2021 02/13/2022 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTYDAMAGE X AUTOS X AUTOS (Per accident) UMBRELLA LIAR OCCUR EACH OCCURRENCE EXCESS LIAR CLAIMS- AGGREGATE MADE pED RETENTION$ WORKERS COMPENSATION PL1Z OTM- AND EMPLOYERS'LIABILITY `M714?IJ�_c _ ANY YIN E.L EACH ACCIDENT $1.000,000 A PROPRIETORIPARTNER/EXECUTIVE NIA 52 SBA IX2251 02/1312021 02/13/2022 E.L.DISEASE-EA EMPLOYEE $1,000,000 OFFICERIMEMBER EXCLUDED? (Mandatory in NH) Ifyes,describe under E.L DISEASE-POLICY LIMIT $1,000,000 D SCRIPTIO�:OF P�ET'.'.tiTIONS b I rA EMPLOYMENT PRACTICES _L� 52 SBA IX2251 02/13/2021 02/13/2022 Each Claim Limit =11 0 LIABILITYAggregate Limit DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Those usual to the Insured's Operations, CERTIFICATE HOLDER CANCELLATION City of Federal Way SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 33325 8TH AVE S BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED FEDERAL WAY WA 98003-6325 IN ACCORDANCE WITH THE POLICY PROVISIONS_ AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD RETURN TO; 1 0 rl A_ EXT: X52-1 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: P-I n a n CL ORIGINATING STAFF PERSON: `Do r?,c,— EXT: 3. DATE REQ.BY: I IC) I TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 'PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION 4 CONTRACTAMENDMENT(AG#): /$-Dt-6 ❑ INTERLOCAL C7 OTHER PROJECT NAME: men 4- 4:1-- Z I k rwc On NAME OF CONTRACTOR: k e&Dc A S�vLeA oL C ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 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 TERM: COMMENCEMENT DATE: , COMPLETION DATE:_ ( -JA TOTAL COMPENSATION$ r_U ygA%!e, , (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CH GE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE 1 PURCHASING: PLEASE CHARGE TO: �_ 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW olzcl l f 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: �� ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL I DATE SIGNED ❑ LA 4V DEPARTMENT L IGNATORY(MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# AG# 1 -C7i ❑ SIGNED COPY RETURNED DATE SENT: GA-I_'/ ;OMMENTS: v?m R RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 4c& ORIGINATING DEPT./DIV: i ORIGINATING STAFF PERSON: [ EXT: 3. DATE REQ.BY: 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 r . PROJECT NAME:_ , +�,kt 'r..[;&4'l NAME OF CONTRACTOR: 0�'- To-reC LL ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 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 TERM: COMMENCEMENT DATE: �' COMPLETION DATE: TOTAL COMPENSATION$ [l-�`i`�S e G{, / l/ (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LA OR CHARGE-ATTACH SCH DULE:S OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY.❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDE I-PURCHASING: PLEASE CHARGE TO: l ° -kVk-'O-_ 0. DOCUMENT/CONTRACT REVIEW INITIAL;DATEREVIEWED IN[TIAL'DATEAPI'ROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) r LAW- 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: CONWITTEEAPPROVALDATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITIAL/DATE SIGNED 6LLAW DEPARTMENT &E-SIGNATORY(MAYOR OR DIRECTOR) 4 CITY CLERK ASSIGNED AG# AG# g..SIGNED COPY RETURNED DATE SENT: ;OMMENTS: inn1R CITY OF CITY HALL Fe d le ra' Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www.rilyoffederahaay.mm AMENDMENT NO.2 TO PROFESSIONAL SERVICES AGREEMENT FOR TAX RECOVERY SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"), and Tax Recovery Services,a Washington limited liability company("contractor").The City and Contractor(together"Parties"),for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for Tax Recovery Services ("Agreement'')dated effective January 3,2018 as amended by Amendment No. 1. as follows: 1. AMENDED TERM.The term ofthe Agreement,as referenced by Section 1 of the Agreement and anyprior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2021 ("Amended Term"). 2. GENERAL PROVISIONS. All other terns and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - Rev. 3/2017 A�kFeCITY OF CITY HALL deral Wa Feder 8th Avenue South � � Fed®ral Way,WA 98003325 (253)835-7000 www ctlyoffederalway.com IN WITNESS,the Parties execute this Agreement below, effective the last date written below_ CITY OF FEDERAL WAY: ATTEST: By. _. Jim F 1, ayor Stephanie Courtney, CMC C ty Clerk DATE: APPROVED AS TO 1=UI2M: a)g= (�& J. Ryan Call, City Attorney TAX RECOVERY SERVICES, LLC: By: Printed Name: : c� �• "t, sz- DATE: \ \ 2- STATE OF WASHINGTON ) )ss. COUNTY OF ) On this, day ppersonally appeared befa me to me known to be the of _�r3 2° ( LL _ 1��", C r _ ?'� � executed the foregoing instrument,and acknowledged the said instrument to h 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 clay o ��•,titi��1�11111 I+ ..., GGA M , li�� Notary's "Fature �t,�.a'r)WWwaa�L Notary's P ted'n x t° �� 10's t0 ary Public in and for the State of Washington. 131625 �': My commission expi res �l U r harwy F+11111\�\tiy�� AMENDMENT -2- Rev. 3/2017 RETURN TO: EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: �wvv\W ORIGINATING STAFF PERSON; EXT: 3. DATE REQ.BY: 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 [n GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG#): ❑ INTERLOCAL ❑ OTHER PROJECT NAME: NAME OF CONTRACTOR: T d 1 ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: TITLE 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 TERM: COMMENCEMENT DATE: 'O,K ! COMPLETION DATE: TOTAL COMPENSATIO14$ Corjfigftxx htbl (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH'SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ❑NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑YES ❑NO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRA,CCTr)�OR ❑RETAINAGE BOND PROVIDE PURCHASING: PLEASE CHARGE TO: 0. DOCUMENT/CONTRACT REVIEW fNITIAL/ ATE R;VIEWED [1�IT1A1,/DATE APPROVED ❑ PROJECT MANAGER --- ❑ DIRECTOR ❑ RISKMANAGEMENT (IFAPPLICABLE) 91 LAW 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL D.AI'L: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES,EXHIBITS ❑ CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support staff if necessary and feel free to set notification more than a month in advance if council approval is needed.) INITCAL/DATE SIGNED LAW DEPARTMENT _ %G - GN SIGNATORY(MAYOR OR DIRECTOR) CITY CLERIC ASSIGNED AG# A C:D COPY RETURNED DATE SENT: •q.I9 ,OMMENTS: innlR 'CITY of CITY HALL ��1 47i 33325 8th Avenue South Fe d eFederal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR TAX RECOVERY SERVICES,LLC This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation("City"), and Tax Recovery Services, LLC, a Washington Iimited liability company ("Contractor"). The City and Contractor (together "Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Tax Recovery Services ("Agreement") dated effective January 3, 2018, as follows: 1. AMENDED METHOD OF COMPENSATION. 1.1 Exhibit B, as referenced in Section 4 of the Agreement shall be replaced with Exhibit B-1, which is attached hereto and incorporated by this reference. 12 Section 42 of the Agreement shall be replaced with the following: 4.2 Method of Payment. After final revenue recovery funds are received by the City, and subject to Section 4.3 and Exhibit B-1 of this Agreement, the Company will send an invoice for the amount of compensation due. Payments are due within thirty (30) days after receipt of such invoice. Interest up to 0.5 percent per month may be charged by the Company for late payments. 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. 1.3 Section 4.3 of the Agreement shall be replaced with the following: 4.3 Non-Appropriation of Funds. Funds for payment to Contractor will be allocated from recovery funds obtained as a result of the audits when they are received by the City; however, payment from the recovery funds shall not be made—when tax payments are paid under protest pursuant to FWRC 3.10.190—until the expiration of all applicable appeal periods or the final disposition of tax revenue upon appeal. 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 - 3/2017 CITYOF CITY HALL 33325 8th Avenue South Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cilyoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: Bv: Ji rrel Mayor S h 'e Courtney,CMC, Q Clerk DATE: APPROVED AS TO FORM: (J — — )ZOX- J. Ryan Call, City Attorney TAX RECOVERY SERVICES,LLC: Ey: Printed Name: Title: Date: i STATE OF WASHINGTON ) ) ss_ COUNTY OF this da pe ovally appeared ef�� me to me known to be the �-�.S ►nl ,d o > _ : �1,f'P C LCC that executed the foregoing instruinent, and acknowledged the sai 'W(t ument be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. GIVEN my hand and official seal this day of , 20/9 f �' Notary's signature �► pl Q 'L44o +its Notary's printed name �� \\1W\!'11111 � - �,,��;%AC�lp#�t` �y�� Nota ublic in and for the Statel of 1 a51i i ngton. g �0 �� V6 My commission expires �Q (A.�� A4B``G „p 19 gl 's- /fit, 1 WAy IN- AMENDMENT - 2 - 3/2017 CITY OF CITY HALL F` d e ra l Way 33325 Avenue South �©r Federall Way,WA 9800303 -6325 (253) 835-7000 www cityoffederalway com EX111BU B-1 ADDITIONAL COMPENSATION 1. /.p Total Compensation: Int return for the Services, the cCity 1 shall pay the Contractor an amount not to a'.-x�i�i�.c`�i LYV t�ici y=L�'u�'v Yvi VL11L iL✓O/V)Wl L lL aV LLI"X rV�Y Lll{A�1 VLV Y Vi Vrti. 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor according to the following schedule: For each audit or tax investigation, the City agrees to pa_y the Contractor a fee in the amount of twenty- three percent (23%) of any revenues recovered due to the audit; however, Contractor will not be compensated for money the City receives from taxes owed for periods before or after the audit period. Audit Period shall be construed to mean the months of the taxpayer's revenues and books that were audited by the Contractor, the period having been approved by the City and reflected in the final audit assessment. Contractor will be paid following the expiration of all applicable appeal periods or the final disposition of tax revenue upon appeal. "Revenues recovered" shall be construed to mean all funds received due to the final audit documents, plus any additional funds received during the audit phase directly attributable to the commencing or performing of the audit; however, "revenues recovered" shall not apply to any tax payments paid under protest pursuant to FWRC 3.10.190 until the expiration of all applicable appeal periods or the final disposition of tax revenue upon appeal. AMENDMENT - 3 - 3/2017 CITY p` ; � 33325 81h Avenue South, Federal Way, WA 98003 [!]NewVendor ElUpdate Form To add your business to our vendor file,or update information. Please complete this form and mail or fax it to the address/fax number below. (For office use only)VNO: Business Name: McKee Appraisal Real Estate Services and Consulting Inc. Contact Name: Haile Freeman Location Address: 1200 6th Ave.Suite 1805 CITY/STATE Zip Code 98101 Mailing Address(if different): CITY/STATE Zip Code Phone#: 206).343-8909_ Fax#: ( } - E-mail: Haile@msreal.eom 1,':r�i�i�•s.y T�►r t i'tt:r.+e C-'lrcrck Clue] Corporation ❑x 9 - 1 _ 1 - 5 0 _ 5 . 2 2 4 Federal ID#.(9 digits) Partnership ❑ - - - - Federal ID#(9 digits) Government Agency ❑ - - `— Federal ID#(9 digits) Non-Profit ❑ - Federal ID#(9 digits) Sole Proprietor ❑ - - - " - 11 -- - - -- Federal ID#(9 digits)or Social Security Number What is the official name registered with the I.R.S.for the above number? - If you are not a corporation,is your Business subject to 1099 reporting? ❑ Yes ❑No State of Washington U.B.I.# _601_294 46,6 _ Federal Way Business License#: Will you provide supplies or services to the City of Federal Way? ❑Supplies ®Services City of Federal Way Staff/Department Contact Name: —Melissa Plemmons _. Signature(US Person including a Date: US resident alien) 6/18/2019 For information call: 253.835.2525 or Fax:253.835.2509 or E-mail:Accountspayable@cityoffederalway.com W � i Request for Taxpayer Give Form to the Form si (Rev.October 2018) Identification Number and Certification requester.Do not Q partment of the Trcarury send to the IRS. frit rnat Revenue Service ►Go to www.irs.gov/FormWO for instructions and the latest information. 1 Name f,.», Ihown on your Income tax rc)urr,).Nante is-rrruirec on this lir-e:co rcl Inana this line hlnnk. McKee RpQraisL-l Real Estate Services and Consulting, Inc. 2 ksus Hess r'.an e disrer;arcec ertify name,if different iia n above ]%%Kcs' Apl. ai531 M 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to rn following seven boxes. certain entitles,not Individuals;see rd Instructions on page 3): a ❑ Individual/sole proprietor or El Corporation 21 S Corporation ❑ Partnership ❑Trust/estate I p V) single-member LLC Exempt payee code(if any) ai c C'0 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p Note:Chuck L118 appropriate box in ihiC Ir:e abnvc for ihe!ax;:'a5sifirati;7:9 of 1^e sin,le•r,ember cvircr V:;a'w[cnecK Exemption from FATCA reporting C C LLC if th•LLC's rdssilie.d as a sing c rrernber LLG ia,Is roar.L,.Aided fr -'e owner[nl the owner of Inc LLC Is code Of any) ano0,er_I. a1 tax;r po;e.s.Cr Icr1n e,a s ng'e roam)=r LLQ:^r+' C incl snot 'e';reg rood`rn n t r�cwrer r v l.5.•'rdGr a 15 d sre3ardL:d'ram the saner shou,d Cheek the appropriate box for:hu tax cicissificatian of its owner. - -=d ours[de Ura U.S.) 5 Address nu-ber,stn -; ► " — j Other N ( e e,and apt.or sults no)See in5trucNons, flCCu� ,c.s.name nd address Icpticr,af) in 1200 olli lAvo, Soit(1 1_80_5 Seattle, WA 98101 7 Llst ncco�rt rumbe,ts)here(epi 0,14 Taxpayer identification Number(TiN) --tor eour 111 ir..he appropriate box The TIN provided mut match the narre giver:on Lr 1 to avoid Social security number 0+holding.For indit Idua13this i,ge-erally your social Se:Ul ily number(SSN) Hov"ever•for a - T-M Slrt r i li n sale orcp°roto Or dI5'egarGed entity,see the inSt•ar.tior•r te -[D r Part I later `e,other �,n_,nc:-,.it _.ycur erepldyer lder.ttilcatloc nulrt;er;Elh!).If you do rot have a nunber,s,,'u r lo,v ra get a TIN,later. or f,lote:If the account is in more*.har.one name,see the instructions for line 1.Also see What Name and I Employer identification number P•iurtiL�er T❑Give the Requester for guidelines an whose number to enter. 9 1-.1 - 1 [5_�K2 2 4 Certification Under penalties of perjury,I certify that: 1.The nur-lber shown on th s fc r-n is my corret ctipayer lden+r c itlon number(dr I ar, ,inn r a nuc it, r n b i, a:d tore):arld 2.l am not subject to nackt.p w 0 holding becar : (a)I sm t xcmpt r.,jm backup:r*r n ) c `f I1_ nt of fF d y the I-ternal Revenue Service('RS)that I am subject to backup wi.hl-.dIr•q as 1 r=s::i+o�i-i"I lyre ro reperl c,11 inr�-;t cin :: j tt r.Ii 0 s lo::fied me that I am no longer subject to rackup withi?nldung: na 3.1 am a U.S.citizen or a"her U.S.person 1;1,,irn�:."•In'm an 4.The FATCA code(s)entered Cr this form(i:ani)!-id ica[r rJ+r_s'I it r u: -spt f-om FATCA repartirg IS Correct Certification instructions.You crust cross a�'Itc 2 atcy.,I t ni h�v u arI nw,h,ec by:he IPS tial.yvu are c.irrewly subject to backup withholding because you have fn ion to short ail in',Crest and divide not: m v .r a c t ar- Fc:, ea e4—,tate trap ac['erns,item?stow na(apply.For martgage Interest paid tagl.ilslticn or abardar.mPnt:r SE..Ired praj tn-y ranee :it , ,.,contrihu en S tea an P,6viducil•at rt mant arrangement(IRA),a^f et'nerzlly,payments othedivider ids,,r1erest and divideds,y'ou are not required to S;7t't" tru-.y�c..,m,st provlr_e your carreat TIN.See the inslr of-ons for Hart 11.tatflr. :sign j Signature of r � 7 Here U.S.person► �+ � Date► •Form 1099-DIV(dividends,including those from stocks or mutual General Instructions funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments,For if.,•t7.lasL I "err Iaiir,r about developments .Form 1099-B(stock or mutual fund sales and certain other related to Fo-m W-9 and its ir..,uc;cr,s. =uci ca legislation enacted transactions by brokers) after they were published,go!::I,!:'X,1e.ir "r''o+"riW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who i::required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), Information return with the IRS must obtain your carrr:dt 1098-Ttuition taxpayer ( Identification number(?iN)v&,ch may ht,your:;neral security number •Form 1099-C(canceled debt) (SSN),individual taxpayer Identif.cahon nL,F-ber(ITII''d),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification numt:er(A—IN),or emipioye-Ident:ficatior^nurnber Use Form W-9 only If you area U.S.person(includinga resident (EiN;,to report on an informatior•,return the amount paid to you,0r other alien),to provide your correct TIN. amount reportable do an information roturn.Examples of informatton ) P Y returns include,but are not limited to,the following- it you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No,10231X - Form W-9(Rev.10-2018) II RETURN TO: Robyn Buck EXT: 2527 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: FINANCE 2. ORIGINATING STAFF PERSON: ROBYN BUCK EXT: 2527 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: UTILITY TAX AUDIT 6. NAME OF CONTRACTOR: TAX RECOVERY SERVICES, LLC (TRS) ADDRESS: _PO Box 680, SPANAWAY, WA 98387 -0608 TELEPHONE 253- 223 -4986 E- MAIL:_ CRISP@TRS- INTEGRITY.COM _ FAX: SIGNATURE NAME: MICHAEL CRISP TITLE PRESIDENT 7. EXHIBITS AND ATTACHMENTS:.<SCOPE, WORK OR SERVICES X COMPENSATION X INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES X PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: JANUARY 1, 2018 COMPLETION DATE: _DECEMBER 31, 20/9 9. TOTAL COMPENSATION $— VARIES - NOT TO EXCEED 23% OF REVENUE RECOVERED _ (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: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER X DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) X LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. C NTRACT SIGNATURE ROUTING `� 10 �� _ \ SENT TO VENDOR/CONTRACTOR DATE SENT: , INITIAL / DATE REVIEWED INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE REC'D: ❑ TTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / (t ' -r /LAW DEPARTMENT ❑ CHIEF OF STAFF ,g-S IGNATORY (MAYOR OR DIRECTOR) CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED 0 AG# /5- 605 - DATE SENT: /��q f/ 0 13 )1 CQMM TS 'Ls y� irn '1i c v (LL dnan S Art . vva. • Ste vo v� Andi-� Aod' .0'.. 11/9 Aix CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR TAX RECOVERY SERVICES, LLC This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Tax Recovery Services, LLC, a Washington 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: TAX RECOVERY SERVICES, LLC: Michael J Crisp, President PO Box 680 Spanaway, WA 98387 (253) 223 -4986 (telephone) crisp @trs- integrity.com CITY OF FEDERAL WAY: Ade Ariwoola 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -2520 (telephone) (253) 835 -2509 (facsimile) Ade.ariwoola @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 Services specified in this Agreement, but in any event no later than December 31, 2019 ( "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 3/2017 Vecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 4.2 Method of Payment. After revenue recovery funds are received by the City, the Company will send an invoice for the amount of compensation due. Payments are due within thirty (30) days after receipt of such invoice. Interest up to 0.5% per month may be charged by the Company for late payments. 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. Funds for payment to Contractor will be allocated from recovery funds obtained as a result of the audits as they are received by the City. 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 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 PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 VA 14I• caYOffeCieraiWZW (0/77 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 with respect to 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 Contractor's insurance. 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 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. 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 that may be produced or modified by Contractor while performing the Services 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. 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 PROFESSIONAL SERVICES AGREEMENT - 3 - 3/2017 �Feiieral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 wtvw cityoffederaiway com 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 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. EOUAL 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, 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 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. PROFESSIONAL SERVICES AGREEMENT 4 - 3/2017 44t.-4Ibe, Pecferai Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cttvoffederalway corn 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 3/2017 Prlecleral Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 w r•rw.Cayofteiier away cum IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: DA 1'h: 3h TAX RECOVERY SERVICES, LLC: By: i\‘ Printed Name: rc Title: -cam 1 -5 C., DATE: \i1 Z't_. ATTEST: St a ie Courtney, CMC, C lerk APPROVED AS TO FORM: at( J. Ryan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF 'h- ‘re v cc ) On this day personally appeared before me 1(Ch Co`L1 y 15 0 to me known to be the '}7teSIl t..,� -I-- of l4. it e v . r L {'r v,, C S that executed the foregoing instrument, and acknowledged the said instrument' to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he /she was authorized to execute said instrument. GIVEN my hand and official seal this 22' l day ofr ce vVtje r , 20 r) Notary's signature 4.11 Lit, ■KC -L Notary's printed name _it' Y\In c r Notary Public in and for the State of Washington. My commission expires LA .0C-t lq PROFESSIONAL SERVICES AGREEMENT 6 3/2017 CITY OF � Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 avtivw cltyoffederalway corn EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed twenty -three percent (23 %) of the actual revenue recovered. 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor according to the following schedule: For each audit or tax investigation, the City agrees to pay the Contractor a fee in the amount of twenty - three percent (23 %) of any revenue recovered due to the audit; however, Contractor will not be compensated for money the City receives from taxes owed for periods before or after the audit period. Audit Period shall be construed to mean the months of the taxpayer's revenues and books that were audited by the Contractor, the period having been approved by the City and reflected in the final audit assessment.. Contractor will be paid only when City receives actual tax revenue. "Revenues recovered" shall be construed to mean all funds received due to the final audit documents, plus any additional funds received during the audit phase directly attributable to the commencing or performing of the audit. PROFESSIONAL SERVICES AGREEMENT 8 - 3/2017 CERTIFICATE OF LIABILITY INSURANCE CAM R001 DATE (MM/DD/YYYY ) 12/22/2017 THIS CERTIFICATEIS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER PROPEL INSURANCE /PHS 819943 P: (866) 467 -8730 F: (888) 443 -6112 PO BOX 33015 SAN ANTONIO TX 78265 CONTACT NAME. (A/cNNE,Ext): (866) 467 -8730 lia ,Nat. (888) 443 -6112 ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Hartford Casualty Ins Co 29424 INSURED TAX RECOVERY SERVICES LLC PO BOX 608 SPANAWAY WA 98387 INSURER B COMMERCIAL INSURER C : LIABILITY INSURER D: INSURERE: 02/13/2017 INSURER F: EACH OCCURRENCE COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL FN.SR SUER WED POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM /ff/YYYYI LIMITS A COMMERCIAL GENERAL -MADE Liab LIABILITY 52 SBA IX2251 02/13/2017 02/13/2018 EACH OCCURRENCE a1,000,000 CLAIMS X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence) $300,000 X General MED EXP (Any one person) $10,000 PERSONAL &ADV INJURY $1,000,000 GEN'L H AGGREGATE LIMIT PRO- JECT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY X LOC PRODUCTS - COMP /OP AGG 3 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED AUTOS NON -OWNED AUTOS ONLY 52 SBA IX2251 02/13/2017 02/13/2018 COMBINED SINGLE LIMIT (Ea accident) $1000,000 I BODILY INJURY (Per person) $ BODILY INJURY (Per accldent) X X PROPERTY DAMAGE (Per accdent) $ $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEO' 'RETENTION $ $ WORKERS COMPENSATION A:YD EMPLOYERS' LMIBILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y/N I I NiA I STATUTE I I OTH ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE below E.L. DISEASE - POLICY LIMIT $ A EMP STOP GAP 52 SBA 1X2251 02/13/2017 02/13/2018 $1,000,000 /1,000,000 /1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Federal 33325 8TH AVE S FEDERAL WAY, WA Way 98003 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Ut�i� r�qp� -4`, ACORD 25 (2016/03) © 1988 -2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD