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AG 18-029 - Pacifica Law Group, LLP RETURN TO: Rae Charlton EXT: 2561 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law/Civil 2. ORIGINATING STAFF PERSON: Rae Chariton EXT: 2561 3. DATE REQ.B`,' 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION IN CONTRACT AMENDMENT(AG/�'): 18-029 ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Amendment No,5 to Legal Services Agreement 6. NAME OF CONTRACTOR: Pacifica Law Group LLP ADDRESS: 1191 znd Avenue,suite 2000,Seattle,WA 98101 TELEPHONE 206-245-1700 E-MAIL:Jamie.lisagor@pacificalawgroup.com FAX: SIGNATURE NAME: ,Jamie LiBaaDr _.__... l]' "I„j Partner 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: Upon execution COMPLETION DATE: December 31,2o2a 9. TOTAL COMPENSATION$330K.mm .m _......................................................... ........m......................... (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES A NO IF YES,MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED 10YES ENO IF YES $ � PAID BY:❑CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: D RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAINAGE BOND PROVIDED A PURCHASING: PLEASE CHARGE TO: 001-1100-051-515-20-a10 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) 111 LAW TMW 10/6/2310/11/23 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: 10/9/23 DATE REC'D.10/19/2023 ❑ 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.) Ifi "ggAl C)A7 ;;S1G ED ❑ LAW DEPARTMENT 1NA"1"ORY(N4 AYOR OR DIRECTOR) ,1'ITYCLE RK q L1 ASSIGNED}A(:4 AGI 14 _ COMMENTS: CI,V'!'rl'21y.N G�II'll VG,IEi-Camn you jpOease fix ilP e AG uraime io Flw.rtlf c a Law G i'oup-i@ araaneroLOy says Pa c fmla. 'V"IIlamnk you,➢' »2/2017 C rY OF C11T ° n wow Avenue South Federal Way F::edera�Way,WA 98003 6325 0 00 omw e-yRy offederwa away^.rrom AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 5") is made between the City of Federal Way, a Washington municipal corporation("City"),and Pacifica Law Group LLP,a Washington limited liability partnership("Contractor").The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for Legal Services("Agreement")dated effective February 28,2018,as amended by Amendment Nos. 1, 2, 3, and 4, 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, 2024 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-5,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment, shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, 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 - 4/2023 CITY 0 F CITY HALL 33325 8th Avenue South al Wa�y Federal Way,WA 98003-6325 (253) 835-7000 www atyoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: " Jim Ferr P l4o�r te) Janie m'ir ne'y, �C., City Clerk DATE: m APPROVED AS TO FORM: M J. Ryan. ... . . Attorney Call1,, CityAtt y PACIFICA LAW GROUP LLP: Y .... �.......----- Printed Name: Title: Date: 1 1 / ,.3, STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this day personally appeared before me (tyvI to me known to be the p w�.. �.......................... �, of Pacifica Law group ��LP that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned,and on oath stated that he or she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of 2 ;,- ) C[ . 92023, Notary's ig ... ., m � 11011 Nota s signature �IVo Notary's panted nameNota Public in and for the State of Washington. CO) Notaryhington. c My commission expires 1 ' 3't Lp l d p I �W , AMENDMENT - 2 _ 4/2023 33325 341h Revei nu.ne South eder V Way,WA 98003-632 s EXHIBIT B-5 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, no amount will be added at this time; however, the total amount payable to Contractor pursuant to the original Agreement,all previous Amendments,and this Amendment shall be an amount not to exceed Three Hundred and Thirty Thousand and 00/100 Dollars ($330,000.00). 2. Method of Compensation: I:..l�ou[y.Rato 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: Jessica Skelton, Partner $470 per hour Jamie Lisagor, Partner $400 per hour Associate $250-$325 per hour Paralegal $170 per hour AMENDMENT - 3 - 4/2023 LLIRETURN TO: Melissa Plemmons EXT: 2562 CITE'" OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: Law/Civil 2. ORIGINATING STAFF PERSON: Melissa Plemmons EXT: 2562 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE (� ❑ RESOLUTION * CONTRACTAMENDMENT(AG#): 1 J�� ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: Legal Services 6. NAME OF CONTRACTOR: Pacific Law Group LLP ADDRESS: TELEPHONE E-MAIL: FAX: SIGNATURE NAME: Jamie LisaQor _ TITLE 7. EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE: 12/31/2023 9. TOTAL COMPENSATION$ no change 330k (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 IDNO IF YES,$ PAID BY:❑CONTRACTOR❑CITY RETAWAGE: RETAINAGE AMOUNT: ❑RETAINAGE AGREEMENT(SEE CONTRACT) OR ❑RETAMAGE BOND PROVIDED ❑ PURCHASING: PLEASE CHARGE TO: "I^ 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) A LAW MP 2/12/21 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 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/DATIF SIGNED �'V DEPARTMENT NATORY(MAYOR OR DIRECTOR) CITY,CLERK ❑ ASSIGNED AG# AG# COMMENTS: �r�nf•r CITY OF CITY HALL Fe _■e ra l � � ■� 33325 Avenue South /`w^A� ■YI�V■ Federal Way,WA 98003-6325 `d (253) 835-7000 www d1yoffederalway com AMENDMENT NO. 4 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 4") is made between the City of Federal Way, a Washington municipal corporation("City"), and Pacifica Law Group,LLP,a Washington limited liability partnership("Contractor").The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for legal services ("Agreement")dated effective February 22,2018,as amended by Amendment No(s). 1, 2, and 3 as follows: 1. AMENDED TERM.The term of the Agreement,as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services,but in any event no later than December 31, 2023 ("Amended Term"). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-4,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Amended Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 Rev. 3/2017 CITY OF CITY HALL Federal ■ � ay 33325 Avenue South -F�kll�■iJ Federal Way,WA 98003-6325 (253) 835-7000 www cayoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: s — By: C"Aa*� Jim W11, M yor Steph nie Courtney, CMC, Cit lerk DATE: APPROVED AS TO FORM: 4��C J. Ryan Call, City Attorney PACIFICA LAW GROUP, LLP: By: Printed Name: Jamie Lisagor Title: Partner DATE: 2/19/2021 STATE OF WASHINGTON ) ) ss. COUNTY OF KING On this day personally appeared before me Jamie Lisagor , to me known to be the Partner of Pacifica Law Group that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this 19th day of February , 2021. Notary's signature S �,,�ti�uwttti�I ry g EIVD,&'ill Notary's printed name Sydney Henderson 4 H "s' �i, Notary Public in and for the State of Washington. Oja4i s -W Ry �+ My commission expires 10-19-2021 r AMENDMENT - 2 - Rev. 3/2017 CITY OF CITY HALL N16, I ■ y� ■ 33325 Avenue South y Federal Way,WA 98003-6325 9�r/ (253) 835-7000 www cifyoffederalway.com EXHIBIT B-4 ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, no amount will be added at this time, however, the total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Three Hundred and Thirty Thousand and No/100 Dollars ($330,000.00). 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: Jessica Skelton, Partner $390 per hour Jamie Lisagor, Partner $325 per hour Associate $230-$300 per hour Paralegal $135 per hour AMENDMENT - 3 - Rev. 3/2017 lit '1 BUSINESS LICENSE STATE OF WASHINGTON Issue Date: Feb 12, 2021 Limited Liability Partnership Unified Business ID #: 603099772 Business ID#: 001 Location: 0001 PACIFICA LAW GROUP LLP Expires: Mar 31, 2022 PACIFICA LAW GROUP 1191 2ND AVE STE 2000 SEATTLE, WA 98101-3404 a,l UNEMPLOYMENT INSURANCE -ACTIVE INDUSTRIAL INSURANCE-ACTIVE MINOR WORK PERMIT-ACTIVE TAX REGISTRATION -ACTIVE CITY ENDORSEMENTS: wnl BELLINGHAM GENERAL BUSINESS#069370-ACTIVE !,j ISSAQUAH GENERAL BUSINESS - NON-RESIDENT (EXPIRES 7/31/2021)-ACTIVE 'hril OLYMPIA GENERAL BUSINESS - NON-RESIDENT#41183 (EXPIRES 7/31/2021)-ACTIVE SPOKANE GENERAL BUSINESS - NON-RESIDENT-ACTIVE SNOHOMISH GENERAL BUSINESS - NON-RESIDENT#3221 -ACTIVE MERCER ISLAND GENERAL BUSINESS- NON-RESIDENT#210108 (EXPIRES 1/31/2022)-ACTIVE FEDERAL WAY GENERAL BUSINESS - NON-RESIDENT#18-102248-00-BL-ACTIVE '' BURIEN GENERAL BUSINESS - NON-RESIDENT#09029-ACTIVE a. DUTIES OF MINORS: ,I` Ages 16-17: Daily accounting and administrative work, making copies, collating documents, alphabetizing and filing II;? documents, support projects for assistants, LICENSING RESTRICTIONS: It is the business's responsibility to comply with minor work permit requirements. See WAC 296-125-030 and WAC 296-125-033 for Non-Agricultural and WAC 296-131-125 for Agricultural guidelines and restricted activities. This document lists the registrations, endorsements, and licenses authorized for the business t 4 named above.By accepting this document,the licensee certifies the information on the application w,is complete,true,and arcurole to 11 e best of in: or her knowled Vic,,md that I.o5141e:.will be conducted in compliance ti Gt'r rll apl,lirable 1,1 av,loington state,couna,and cit i.: riif:[ions. Director,Department of Revenue __._ _.�._ �� ..�: - _ ,.®.,_..� .....- -'„"'�-";�., •may �. • - - STATE OF WASHINGTON UBI: 603099772 001 0001 Expires: Mar 31, 2022 PACIFICA LAW GROUP LLP UNEMPLOYMENT INSURANCE— PACIFICA LAW GROUP ACTIVE 1191 2ND AVE STE 2000 INDUSTRIAL INSURANCE—ACTIVE SEATTLE,WA 98101-3404 MINOR WORK PERMIT—ACTIVE TAX REGISTRATION—ACTIVE BELLINGHAM GENERAL BUSINESS #069370—ACTIVE ISSAQUAH GENERAL BUSINESS— NON-RESIDENT(EXPIRES 7/31/2021) —ACTIVE OLYMPIA GENERAL BUSINESS— NON—RESIDENT#41183(EXPIRES 7/31/2021)—ACTIVE SPOKANE GENERAL BUSINESS— NON-RESIDENT-ACTIVE � � RR6 a _-. ,l 4 BUSINESS LICENSE ik STATE OF It WASHINGTON Issue Date: Feb 12, 2021 ,:ns Yti Limited Liability Partnership Unified Business ID#: 603099772 Business ID#: 001 Location: 0001 PACIFICA LAW GROUP LLP Expires: Mar 31, 2022 PACIFICA LAW GROUP 1191 2ND AVE STE 2000 SEATTLE, WA 98101-3404 PARTNERS: PETTIS, FAITH LI LAWRENCE, PAUL J CRAWSHAW-LEWIS, STACEY GREGORY, DEANNA L JOHNSON, BERKLEY GERALD GERALD SEGAL, MATTHEW MOORE, RICHARD STIFFARM, DENISE PARNASS, JOHN DE LANOY, JOHN SKELTON, JESSICA JOHNSON, SARAH WRIGHT, MARNI BENGE, ALISON TOMLINSON, ZACHARY REGISTERED TRADE NAMES: PACIFICA LAW ;J! PACIFICA LAW GROUP �'�.�� PLG ttffk t5J 31 f11 �-•- ';gin This document lists the registrations, endorsements,and licenses authorized Luz w, l tra<<Artltl 7�ve.[3� a�r►}7tingllus rluna11zc,wl,Iltet?rl-wa-eceEtifies the in r r3ttt;itionotltile ''� � �k t; w:i- cntnldete,true,and acCUr its_^to tiv. (wst of 1l;,or her knov.tecl,,v,,ind tki.tt 1JLiN1ICSS Will be � cata�Sele`tcd ii�Compliance"ith all atrpiitablc:4asksingion state,comitl,an'l 6ty ,c�;,iWinrt;. Director,Department of Revenue o STATE OF WASHINGTON UBI: 603099772 001 0001 Expires: Mar 31, 2022 PACIFICA LAW GROUP LLP UNEMPLOYMENT INSURANCE- PACIFICA LAW GROUP ACTIVE 1191 2ND AVE STE 2000 INDUSTRIAL INSURANCE-ACTIVE SEATTLE,WA 98101-3404 MINOR WORK PERMIT-ACTIVE TAX REGISTRATION-ACTIVE BELLINGHAM GENERAL BUSINESS #069370-ACTIVE ISSAQUAH GENERAL BUSINESS- NON-RESIDENT(EXPIRES 7131/2021) -ACTIVE OLYMPIA GENERAL BUSINESS- NON-RESIDENT#41183(EXPIRES 7/31/2021)-ACTIVE GENERAL BUSINESS- NON-RE NON-RESIDENT-ACTIVE U IMPORTANT! PLEASE READ THE FOLLOWING INFORMATION CAREFULLY BEFORE POSTING THIS LICENSE General Information Endorsements • Post this Business License in a visible location at Although tax registration, unemployment, and your place of business. industrial insurance endorsements appear on your Business License, the registration with the agencies • If you were issued a Business License previously, that govern these endorsements is not complete until destroy the old one and post this one in its they have established an account for your business. place. Each registering agency requires you to submit • All endorsements should be renewed by the periodic reports. Each agency will send you the expiration date that appears on the front of this necessary reporting forms and instructions. license to avoid any late fees that may apply. 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BLS-700-107(04/14/16) RETURN TO: S EXT: CITY OF FEDERAL SWAY LAW DEPARTMENT ROUTING FORM ORIGINATING DEPT./DIV: Vol ct U% k ORIGINATING STAFF PERSON: k /�,S� EXT: V (e2-3. 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) ❑ ORDINANCEpp ❑ RESOLUTION CONTRACT AMENDMENT(AG#): l b_ aq ❑ INTERLOCAL ❑ OTHER PROJECT NAME: � �u S NAME OF CONTRACTOR: ?G,,(Jti ` 'CC,- �{ kD Ill)t ,ADDRESS: �.ai �� TELEPHONE Z4)1, y an E-MAIL: FAX: SIGNATURE NAM . VY 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 DAT/ �/ EE: -. COMPLETION DATE:��1 TOTAL COMPENSATION$ t 7 O Lam- = J SDY (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:El CONTRACTOR❑CITY RETAINAGE: RETAINAGE AMOUNT: r rr ❑RETAINAGE AGREEMENT(SEE CON,TLRACT) OR ❑RETAINAGE BOND PROVIDE PURCHASING: PLEASE CHARGE TO: I_"_4.1"— - ` l I �7 "[ 10 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) >CLAW —19L 1. COUNCIL APPROVAL(IF APPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEQULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING nn n ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE,LICENSES, EXHIBITS ❑ CREATE ELECTRONIC REMINDERINOTIFICATION 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 ❑ LAW DEPARTMENT – GNATORY(MAYOR OR DIRECTOR) v ❑ CITY CLERK 4:7 N 100 ❑ ASSIGNED AG# AG; ;OMMENTS: 1/2020 } CITY HALL ti. 33325 8th Avenue South � `� Federal Way,WA 98003-6325 (253)835-7000 www.Cd)Wtacfar4hWY.com AMENDMENT NO.3 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 3") is made between the City of Federal Way, a Washington municipal corporation("City"),and Pacifica Law Group,LLP,a Washington limited liability partnership("Contractor").The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for legal services("Agreement')dated effective February 22,2018,as amended by Amendment Nos. 1 and 2 as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-3,attached hereto and incorporated by this reference.The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s)for the Term.Except as otherwise provided in an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page.follows] :.moi{l �`'`y Pl•_.r"�,ti...:S,i Y. .. }1 AMENDMENT - T - 3/2017 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 mnvv.ci ryoffedere lway.con) IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By. lin i rell, ayor phanie Courtney,CMC, Ci Clerk DATE: P APPROVED AS TO FORM: J. Ryan Call, City Attorney PACIFICA LAW GROUP, LLP: By: Printe. Name: j-0,v)'jI,6 � 1l6 c-o K- Title: Date. STATE OF WASHINGTON ) ) ss. COUNTY OF l<<�✓ ) On his a personally ti,y scare before me �� rPi it, y p y 1 i to me known to be the of Cry � _ eto :4 nn2v that executed the foregoing instrument,and acknowledged the said ins rtrrnent 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 12-"- day of _y7.` 20-3 Notary's signature Notary's printed name Ja c CYNTHIA BOURNE N t y lic in and for the S ate of Washington. NOTARY PUBLIC My commission expires[ I STATE OF WASHINGTON COMMISSION EXPIRES rf JULY 9,2021 AMENDMENT - 2 - 3/2017 c! or CITY HALL '� ,meq e r Feder 8th Avenue South �'--�¢� Federal Way,WA 98003-6325 (253)835-7000 www.cilyollederaWay.coin EXHIBIT B-3 ADDITIONAL COMPENSATION 1, Total Compensation:In return for the Services,the City shall pay the Contractor an additional amount not to exceed Thirty Thousand and N011 00 Dollars($30,000.00).The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Three Hundred and Thirty Thousand and N0/100 Dollars ($330,000.00). 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: Jessica Skelton, Partner $360 per hour Jamie Lisagor,Partner $300 per hour Shae Blood, Associate $225 per hour Alanna Peterson, Associate $255 per hour Paralegal $135 per hour The hourly rates as noted above shall remain locked unless mutually agreed upon in writing by the Parties pursuant to Section 13.1 of the original Agreement. AMENDMENT -3 - 3/2017 I I RETURN TO: Mu i. L /�i �5 EXT: 12 - 1 CITY 'OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: Lf114 1 G) (., ORIGINATING STAFF PERSON: ,-e1Um2 _ {� vnans EXT: eg5(4 3. DATE REQ.BY: . TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION XCONTRACT AMENDMENT(AG#): � - ❑ INTERLOCAL ❑ OTHER . PROJECT NAME: Legotl Sevv1 NAME OF CONTRACTOR: ?ALA-MA/ ,.01,1,1) givay) LU ADDRESS: MI 2v4 fv,,Sul}r✓ 2PO0,961/4414I1WW ca 0 TELEPHONE ?-0V-gYS' /700 E-MAIL: JP ' Y FAX: SIGNATURE NAME: 1e L./SIP/ TITLE Pa't'h.-` EXHIBITS AND ATTACHMENTS:❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS . TERM: COMMENCEMENT DATE: 'T� U 44 1 COMPLETION DATE: /43/� 0 r TOTAL COMPENSATION$ n0 c ,3DOrC (INCLUDE EXPENSES AND SALES TAX,IF ANY) (IF CALCULATED ON HOURLY LABOR C RGE-ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:❑YES ONO 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 X.PURCHASING: PLEASE CHARGE TO: 00! -X100 -P5/ -545 IN° 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) LAW T?3I kv(f I. 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: 3)5 ( 7/0 Vi �1 DATE REC'D: j� 1 EXHIBITS El ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXH B S LI CREATE ELECTRONIC REMINDER/NOTIFICATION FOR I MONTH PRIOR TO EXPIRATION DATE (Include dept.support stall'if necessary and feel free to set notification more than a month in advance if council approval is needed.) I TIAL/DATE SIGNED LAW DEPARTMENT T ( 7;q 5LSIGNATORY(MAYOR OR DIRECTOR) 6)1 (121941CIT3 ASSIGNEDY CLERKA G AG# -d IGNED COPY RETURNED DATE SENT: ? .\ \q IOMMENTS: InnIR CITY OF CITY HALL `�•••„ Federal Feder 8th Avenue South003 Faders[Way,WA 98003-6325 (253)835-7000 www o yoftedoreim ly corn AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 2") is made between the City of Federal Way, a Washington municipal corporation("City"),and Pacifica Law Group,LLP,a Washington limited liability partnership("Contractor").The City and Contractor(together"Parties"), for valuable consideration and by mutual consent of the Parties,agree to amend the original Agreement for legal services("Agreement")dated effective February 22,2018,as amended by Amendment No. 1, as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment,as delineated in Exhibit B-2,attached hereto and incorporated by this reference.The 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 an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement,as modified by any prior amendments,as it existed prior to this Amendment.The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY HALL Federal3Way ede5 y.Aue South003 Federal Way,WA y8003-6325 (253)835-7000 www crtyoffederalway com IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Ole Ji rel.!, Mayor Sep anie Courtney, CMC, 1t Clerk DATE: APPROVED AS TO F RM: %14,q4r -rot J. Ryan Call, City Attorney PACIFICA LAW GROUP, LLP: By: I Printed Name: jar11(e I--tlC b'r Title: Pais - U Date: ) ii't3 STATE OF WASHINGTON ) � ss. COUNTY OF Or tis day personally appeared be'tre me -V Ar , to me known to be the of ` that executed the foregoing instrument,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. '-••• • , - —.dal seal this5444,—clay ay of 2011. SYNTH A BOURN �` i NOTARY PUBLIC r Notary's signature I`� •' 4 STATE OF WASHINGTON Notary's printed name t' ', 4 ri FIP OtAirkt.2� 1, COMMISSION EXPIRES JULY 9,2021 Notary Pt b c in and for the S to 9..f Washington. My commission expires 41( AMENDMENT -2- 3/2017 CITY OF CITY HALL " !> Federal l W Fed25er 8th Avenue South • Federal Way,WA 9&003-6325 �rW'` (253)835-7000 4W.'W cityoffedera14Way corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: Jim Ferrell, Mayor Stephanie Courtney, CMC, City Clerk DATE: APPROVED AS TO FORM: J. Ryan Call, City Attorney PACIFICA LAW GROUP, LLP: By: r , Printe Name: Q I'Yl1 e ISILSCl8O1 Title: -Pcv h r 'tc Date: 3 5 I Ill STATE OF WASHINGTON ) ss. COUNTY OF C ) OnIis�ersonally appeared be :e me �„4y�' C -1 , to me known to be the of ` aLi c.-C— Vrt--cp that executed the foregoing instrument,and acknowledged the said instrument to be the free and vo_untary 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. • cial seal this .-day of `'- -/ , 20fl. v l �� NTHABOURNB , NOTARY PUBLIC Notary s signature o' STATE OF WASHINGTON " Notary's printed name li±t,u, 50(,(ivkLe, COMMISSION EXPIRES Notary Publ e in and for the S tof Washington. JULY 9,2021 My commission expires -1 61�ZI AMENDMENT - 2 - 3/2017 CITY OF CITY HALL FederalVVay Feder 8th Avenue,WSouth Federal Way,WA 98003-6325 (253) 835-7000 cvvvw crtyoaftsderatway corn EXHIBIT B-2 ADDITIONAL COMPENSATION 1. 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: Jessica Skelton, Partner $360 per hour Jamie Lisagor, Partner $300 per hour Shae Blood, Associate $225 per hour Alanna Peterson, Associate $255 per hour Paralegal $135 per hour The hourly rates as noted above shall remain locked unless mutually agreed upon in writing by the Parties pursuant to Section 13.1 of the original Agreement. AMENDMENT - 3 - 3/2017 I I RETURN TO: ugsa PUQ.h1tnws EXT: 2--SlD2. CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM . ORIGINATING DEPT./DIV: LCttio G\/t \ r . ORIGINATING STAFF PERSON: IV\�1/�.SS� Plonimns EXT: 10._. 3. DATE REQ.BY: TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT(E.G.BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION CONTRACT AMENDMENT(AG#): I f 02q ❑ INTERLOCAL ❑ OTHER II . PROJECT NAME: yl SeVV1(E NAME OF CONTRACTOR: (7O.L1.-e1(A.. Ullil) 6Vt>> LuP ADDRESS: Dalt 2. * frit,Swift. 2OI'Q 5Md tI,Wt gg01, TELEPHONE ZDIj-21(5- 1'7DL E-MAIL: ttI� C,1i4A Dv G7 1'fiCA.ta,wg Noue•C.,,»"+ FAX: SIGNATUIrE NAME: TA.MiL LASOure TITLE paYtrue- . EXHIBITS AND ATTACHMENTS:Li SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE: ❑ ALL (711ER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS . TERM: COMMENCEMENT DATE: Wpm €) �Oy, COMPLETION DATE: 1215)120 TOTAL COMPENSATION$ 20%. 30015- (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 CONTRACT) OR ❑RETAINAGE BOND PROVIDE [(PURCHASING: PLEASE CHARGE TO: 00) — 1 1 DD —051"5155 -W- L.110 0. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ,LAW ® t0/17/le I. PPRV (. NCILAOALIFAPPLICABLE) SCHEDULED COMMITTEE DATE: COMMITTEE APPROVAL DATE: SCHEDULED COUNCIL DATE: COUNCIL APPROVAL DATE: 2. CONTRACT SIGNATURE ROUTING ' gSENT 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.) I TIAL/DATE SIGNED XLAW DEPARTMENT i0/($/l8 SIGNATORY(MAYOR OR DIRECTOR) +//'4 i_D .CITY CLERK bit ) Le' ASSIGNED AG# AG# \cs -pack pt SIGNED COPY RETURNED DATE SENT: tn. \°N. \g l OMMENTS: Ion]R „4%6, CITY OF CITY HALL 33325 8th Avenue South 424%.„ Federal Way Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal ("Contractor").oration("City"),and Pacifica Law Group,LLP,a Washington limited liability partnership( Contracto ).The "Parties"), mutual consent of the Parties, City and Contractor(together for valuable consideration and by oagree to amend the original Agreement for legal services ("Agreement")dated effective February 22, 2018,as follows: 1. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or f payment,as delineated in Exhibit B-1 attached hereto and incorporated method o p y rP 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 an attached Exhibit,the Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto,not modified by this Amendment,shall remain in full force and effect.Any and all acts done by either Party consistent with the authority of the Agreement,together with any prior amendments thereto,after the i andprior to the effective date of this Amendment, are herebyratified as having been previous expiration date 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 Partieswhose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment,which is binding on the parties of this contract. [Signature page follows] AMENDMENT - 1 - 3/2017 CITY OF CITY L 33325325 8th8th Avenue South Federal Way (253)r835-Way. WA 98003-6325 00 www cityoffederalway corn IN WITNESS,the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: ATTEST: By: . �40'. . O C i Jim F 'II, Mayor nie Courtney, CMC, 101 y Clerk /� DA"I'E: , ... ._! _ APPROVED%• ./ O✓ J. Ryan Call, City Attorney PACIFICA LAW GROUP, LLP: By: ,..1 It Printed game: ,%„„.1 L LA." t9 r" Title: TCLAYIJVC Date: )°_..._ ' .._.. STATE OF WASHINGTON ) ) ss. COUNTY OF -f ) On this ay personallyappeared bef re- me �µ ` to me known to be tla f-' of Ct{tet C %- -L that executed the foregoing instr ment,and acknowledged the said instrument to be the free and voluntary act and deed of said corporation,for the uses and purposes therein mentioned,and on oath stated thatlenfie was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this day of 7 t . 24 1k J ,.s f 7 fI -/y�i �� f CYNTHIA BOURNEx Notary's signature l- I,tL ; l I k-t t 5 . NOTARY PUBLIC Notary's printed name i' °.... ii' 'Gtc. ,-._1_120p STATE OF WASHINGTON Notary Pa16,11' in and for thetats'of Washington. COMMISSION EXPIRES My commission expires '7/41/2 - ( JULY 9,2021 AMENDMENT - 2 - 3/2017 CITY OF CITY HALL ,%i„. Federal Way 33325 Sth Avenue South Federal Way,WA 98003-8325 (253)835-7000 www.cityoffederalway.com EXHIBIT B-1 ADDITIONAL COMPENSATION 1. Total Compensation:In return for the Services,the City shall pay the Contractor an additional amount not to exceed Two Hundred Thousand and NO/100 Dollars ($200,000.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed 'Three Hundred Thousand and NO/100 Dollars ($300,000.00). 2. Method of Compensation: 1 toady 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: Jamie Lisagor, Partner $290 per hour Jessica Skelton,Partner $345 per hour Shae Blood, Associate $215 per hour Alanna Peterson, Associate $255 per hour Paralegal $135 per hour The hourly rates as noted above shall remain locked unless mutually agreed upon in writing by the Parties pursuant to Section 13.1 of the original Agreement. AMENDMENT - 3 - 3/2017 1 1 RETURN TO: 11 I sit Iv e i SSI EXT: CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: La IA 2. ORIGINATING STAFF PERSON: M'U SSG - pLanwions EXT: Z> IPL 3. DATE REQ. BY: 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: `�CD� Gl,� B e, 4 (.P S 6. NAME OF CONTRACTOR: ?t1L.. l ( 1A) , L U2 ADDRESS: t t /y101 1'ty•e Sw►}t 2OOi X1$101 E-MAIL:A� INnL•1*��pti�,►{i'�alr,,wn yfl''`� - co om, SIGNATURE NAME: tit Ucp,sp✓ TELEPHONE Zoo -Lys- OU FAX: TITLE PAti4• 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES 0 COMPENSATION 0 INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCED EXHIBITS 0 PROOF OF AUTHORITY TO SIGN 0 REQUIRED LICENSES 0 PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: pit emAk .'f '1 A COMPLETION DATE: t 4 S t 1 W 2,0 9. TOTAL COMPENSATION $ ' 00, (%OD • O D (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES 0 NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES 0 NO IF YES, $ PAID BY: 0 CONTRACTOR 0 CITY RETAINAGE: RETAINAGE AMOUNT: 0 RETAINAGE BY (SEE CONTRACT) OR 0 RETAINAGE BOND PROVIDED PURCHASING: PLEASE CHARGE TO: 001 11121 -- d 51 515 2o LI 1 0 10. DOCUMENT/CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED O PROJECT MANAGER O DIRECTOR O RISK MANAGEMENT (IF APPLICABLE) LAW a�jr9/lf� 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING O SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: O ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS O CREATED ELECTRONIC REMINDER/NOTIFICATION FOR ONE MONTH PRIOR TO EXPIRATION DATE ❑ LA PARTMENT IGNATORY (MAYOR OR DIRECTOR) O CITY CLERK O ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED iia // AG# / �j29 d2?.2 / g --sr DATE SENT: 2/2017 Pe d ral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. crryoffederahvay. corn PROFESSIONAL SERVICES AGREEMENT FOR LEGAL SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Pacifica Law Group, LLP, a Washington limited liability partnership ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses, which shall be valid for any notice required under this Agreement: PACIFICA LAW GROUP, LLP: 1 191 2nd Avenue, Suite 2000 Seattle, WA 98101-3404 (206) 245-1700 (telephone) (206) 245-1750 (facsimile) Jamie.lisagor@pacificalawgroup.com pacificalawgroup.com CITY OF FEDERAL WAY: City Attorney Office 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-2562 (telephone) (253) 835-2569 (facsimile) 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, 2020 ("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, unless a rate change is mutually agreed to in writing by the Parties pursuant to Section 13.1 of this Agreement. 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 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. atyolfederalway. 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 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 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: PROFESSIONAL SERVICES AGREEMENT - 2 - 3/2017 441**4SI,e CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. c tyorfederaiw©y. com 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 Tess 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. PROFESSIONAL SERVICES AGREEMENT - 3— 3/2017 P;deral44441* Way CITY HALL 33325 Bth Avenue South Federal Way, WA 98003-6325 (253) 335-7000 www. alyoffedera/way 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 Iiable 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, performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to comply with all applicable laws, rules and regulations governing conflicts of interest, including the Washington State Rules of Professional Conduct. 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, 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 - 3/2017 44:kik fevOPderal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. c tyoffedera/way. 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 - 3/2017 Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cf#yoffederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jim Ferrell, Mayor DATE: PACIFICA LAW GROUP, LLP: By: Printed Name: Jaw\t • Title: 170.-k"f(1Cig— OLgor� DATE: ckI al l t $ STATE OF WASHINGTON ) COUNTY OF 1\ (1-1 ) ss. ATTEST: Stephanie Courtney, CMC, City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney On this day personally appeared befo IMl a me J ? �,\ , J O 2 , to me known to be the of Q ` t C l - LbO-L ,p t. t_IP that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability partnership, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. \`\\‘‘\\\\!{tift `O��H��,1491y hand and official seal this - gstON 'ia, cis // -0V?0T�1A ..- .0 M= f. i ''., .e 'B%. `P, .4iit II WAS 04 $`� \\\‘‘‘ ell day of Notary's signature Notary's printed name 5'�I�`n� to -SSS" Notary Public in and for the State of Washington. My commission expires 10— q - D al re,S ,201 v PROFESSIONAL SERVICES AGREEMENT 6 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederelway.com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: Jit rre , Mayor DATE: g PACIFICA LAW GROUP, LLP: By: Printed Name: JCWAlt sSOJ D! . • Title: t 0.t-A"Y1C-- DATE: al ' 1$ STATE OF WASHINGTON ) COUNTY OF :' A G -A ) ss. ATTEST: pl .nie Courtney, CML City Clerk APPROVED AS TO FORM: "o✓ J. Ryan Call, City Attorney Onthis day personally appeared befgre me M \ f , L\0- , to me known to be the aan-j/ ` of Gk GAIP 60-43 -43L. Lf that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability partnership, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. Hit hand and official seal this day of Aft , 20 ! Lo ss. �To' oTitt � ift y4,, 70 0000 ,e, 101,, WASN\` Notary's signature �. Notary's printed name -101 vie,it:-rit Notary Public in and for the State of Washington. My commission expires 1 )— t 1 PROFESSIONAL SERVICES AGREEMENT - 6 - 3/2017 CITY OF Federal ay EXHIBIT A SERVICES The Contractor shall do or provide the following: Legal Services CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.rity lfol wiw;=iycorn PROFESSIONAL SERVICES AGREEMENT - 7 - 3/2017 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www cilyoffederalway coni EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Hundred Thousand and NO/100 Dollars ($100,000.00). 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: Jamie Lisagor, Partner Jessica Skelton, Partner Shae Blood, Associate Alanna Peterson, Associate Paralegal $290 per hour $345 per hour $215 per hour $255 per hour $135 per hour PROFESSIONAL SERVICES AGREEMENT - 8 - 3/2017 PACILAW-01 VBUCKLEY CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 02/20/2018 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 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 Hub International Northwest LLC 200 1st Avenue West, Suite 500 Seattle, WA 98119 INSURED Pacifica Law Group LLP Attn: Christopher George 1191 Second Ave Suite 2000 Seattle, WA 98101 CQNTACT Edward Hadley N ME: (A/CN No, Ext): (206) 838-1017 FAX No): Mass: SS: edward.hadley@hubinternational.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A : Travelers Casualty and Surety Company INSURER B: Evanston Insurance Company INSURER C : 19038 35378 INSURER D : INSURER E : INSURER F : • N 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 POLIC ES 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 INSD SUBR WVD POLICY NUMBER POLICY EFF IMM/DD/YYYYI POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 6807793X483 04/01/2017.04/01/2018 OCCURRENCE $ 2,000,000 _EACH pREMISES(Eaoccurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PJ PER: LOC PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X UABILITY ANY AUTO AUTOppS ONLY AU (JS ONLY X SCHEDULED AUTO ONLY X 6807793X483 04/01/2017 04/01/2018 CMBINED Ea accident)SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ 1,000,000 BODILY�INJURY (Per accident) $ (Perr acoiRdent4 GE $ $ A X UMBRELLA UAB EXCESS LIAR X OCCUR CLAIMS -MADE X CUP7794X941 04/01/2017 04/01/2018 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 $ DED X RETENTION $ 5,000 A WRKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE MFILER/MEMBER EXCLUDED? andatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A 6807793X483 04/01/2017 04/01/2018 PER STATUTE X ERH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,000,000 $ B A Primary E&O Commercial Property LA80807 6807793X483 04/01/2017 04/01/2018 04/01/2017 04/01/2018 PerOcc BPP 5,000,000 681,668 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Commercial General Liability. City of Federal Way its officials, employees and volunteers as additional insured, primary. Additional Insured Endorsement Included. (CG T4 91 11 88) Evidence of Insurance Applies Only to the following: Professional Liability. Evidence of Insurance Applies Only to the following: Professional Liability. Evidence of Insurance. Primary E&O Limit: $3,000,000 Per Occurrence - $3,000,000 Aggregate Deductible: $50,000.. Excess E&O Limit: $2,000,000 Per Occurrence - $2,000,000 Aggregate Deductible: $50,000 Deductible. Excess E&O Limit: $5,000,000 Per Occurrence - $5,000,000 Aggregate Deductible: $50,000 Deductible. Total E&O Limits: $10,000,000/$10,000,000. City Attorney Office 33325 8th Avenue South Federal Way, WA 98003-6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE ICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PRO ISIONTS. AUTHORIZED REPRESENTATIVE , 1 t49,41 P Vi'l ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD '' DATE /YYYY) CERTIFICATE OF LIABILITY INSURANCE 04/05/2 /05/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT _NAME: Parker,Smith&Feek,LLC, PHONE 425 709 3600 FAX 425 709 7460 wq Ndl. . ........., .... 2233 112th Avenue NE E-MAIL Bellevue,WA 98004 ADDFES,i __ .. .......w INS U RER(S)AFFORDING COVERAGE NAIL# INSURERA: Travelers Casualty Insurance Company of INSURED. Pacifica Law Group........... ,. INSURER„ .._ p LLP B Travelers Prop.Casualty Co.of Amer. 1191 Second Avenue,Suite 2000 /NsuRewz q Seattle,WA 98101 INSURER D --- --- INSURER E: INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES,LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR.._ .. ......._ i DUL,U6t... .............µ. ................... ........... ,r .. ... ... ._ ..... ....... ,,,,. __ ,... . LTR TYPE OF INSURANCE N POLICY NUMBER ( �}HPgWODDNYS"Y �AOfi D1YEYYY LIMITS A GENERAL LIABILITY 6802T3510302342 04/01/2023 04/01/2024 EACH OCCURRENCE $ $2 000 000 X DAMAGE f6 RENTLb $ $1 000 000 CLAIMS-MADE X OCCUR X MED EXP(An one person _ - COMMERCIAL __ PE Y ) $ $5 000 RSONAL&ADV INJURY �$ $2 000,000 GEN GENERAL AGGREGATE g $4 000 000 'L AGGREGATE LIMIT APPLIES PE R, PRODUCTS-COMP/OP AGG S $4,000,000 X POLICY - LOG A AUTOMOBILE LIABILITY 6802T3510302342 04/01/2023 04/01/2024 COMBINED SINGLE LIMIT $2 000000 ANY AUTO HNOA BODILY INJURY(Per person) S ALL OWNED SCHEDULED .......... AUTOS _ _ AUTOS BODILY INJURY Pe..... Ent S X X NON-OWNED PROPERTY DAMAGE S --.-........'....... HIREDAUTOS AUTOS __(PeraccldenlD._ S B UMBRELLA LIAB X OCCUR i CUP2T3511342342 04/01/2023 04/01/2024 EGGREGATE,RENCE s $3 000,000 X EXCESS LIAB CLAIMS MADE S $3 000 000 _ ...._ _..... _.� AACH OCCUR. ......... ___......... DED X RETENTION$$5,000 s �_....... wC STATU OTH _ WORKERS COMPENSATION 6802T3510302342 T X A W WA Employers Liability S RX�LMIT , ,< ..,.. AND EMPLOYERS' NH)LIABILITY O4/O1/2023 O4/O1/2024 EL EACH ACCIDENT S $�1 OOO OOO ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N � Stop Gap E OFFICER/MEMBER EXCLUDED? N/A I If yes,describe under IIf .L DISEASE EA EMPLOYEE S $1 OOO OO,O DESCRIPTION OF OPERATIONS below i I E,L DISEASE-POLICY LIMIT S I I .........''a. ............. .... DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,it more space is required) Where required by written contract. City Attorney Office and City of Federal Way its officials,employees and volunteers are additional insureds on the general liability policy per the attached endorsement/form— (See Attached Description) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City Attorney Office 33325 8th Avenue South AUTHORIZED REPRESENTATIVE Federal Way,WA 98003-6325IV ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD I a' �Ilfa THIS PAGE INTENTIONALLY LEFT BLANK 4 of 12 (\/AOOO) DESCRIPTIONS (Continued from Page 1 ) Coverage is primary and non-contributory on the general liability policy per the attached endorsement/form. Notice of cancellation for the general liability policy per the attached form. 5,or12 THIS PAGE INTENTIONALLY LEFT BLANK 6of12 (\l6�C1f7ClJ COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED -- OWNERS, LESSEES OR CONTRACTORS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PROVISIONS: 1. WHO IS AN INSURED (SECTION II) is amended in a written contract for this insurance to to include as an insured any person or organiza- apply on a primary or contributory basis. tion (called hereafter "additional insured") whom 3. This insurance does not apply: you have agreed in a written contract, executed prior to loss, to name as additional insured, but a, on any basis to any person or organization only with respect to liability arising out of "your for whom you have purchased an Owners work" or your ongoing operations for that addi- and Contractors Protective policy. tional insured performed by you or for you. b. to "bodily injury," "property damage," "per- t. With respect to the insurance afforded to Addi- sonal injury," or "advertising injury" arising tional Insureds the following conditions apply: out of the rendering of or the failure to render any professional services by or for you, in- a. Limits of Insurance — The following limits of cluding: liability apply: 1. The limits which you agreed to provide; 1. The preparing, approving or failing to or prepare or approve maps, drawings, opinions, reports, surveys, change or- 2. The limits shown on the declarations, ders, designs or specifications; and whichever is less. 2. Supervisory, inspection or engineering b. This insurance is excess over any valid and services. collectible insurance unless you have agreed CG D1 05 04 94 Copyright, The Travelers Indemnity Company, 1994. Page 1 of 1 Includes Copyrighted Material from Insurance Services Office, Inc. THIS PAGE INTENTIONALLY LEFT BLANK COMMON POLICY CONDITIONS WASHINGTON All Coverage Parts included in this policy are subject to the following conditions. The conditions in this endorsement replace any simi- consecutive days, or at least 65% of the lar conditions in the policy that are less favorable to rental units are unoccupied for more than the insured. 120 consecutive days unless the struc- A. CANCELLATION ture is maintained for seasonal occu- pancy or is under construction or repair: 1. The first Flamed Insured shown in the t�ecla- rations may cancel this policy'' by notifying us b. Without reasonable explanation, progress or the insurance producer in any one of the toward completion of permanent repairs following ways: to the structure has not occurred within 60 days after receipt of funds following a. Written notice by mail, fax or e-mail; satisfactory adjustment or adjudication of b. Surrender of the policy or binder; or loss resulting from a fire; c. Verbal notice. c. Because of its physical condition, the Upon receipt of such notice, we will cancel structure is in danger of collapse; this policy or any binder issued as evidence d. Because of its physical condition, a vaca- of coverage, effective on the later of the fol- tion or demolition order has been issued lowing: for the structure, or it has been declared a. The date on which notice is received or unsafe in accordance with applicable law; the policy or binder is surrendered; or e. Fixed and salvageable items have been b. The date of cancellation requested by the removed from the structure, indicating an first Named Insured. intent to vacate the structure: _ 2. We may cancel this policy or any Coverage f, Without reasonable explanation„ heat„ Part by mailing or delivering to the first water, sewer, and electricity are not fur- lamed Insured and the first Named Insureds nished for the structure for 60 consecu- agent or broker written notice of cancellation, tive. days: or �= including the actual reason for the cancella- g, The structure is not maintained in sub_ tion, to the last mailing address known to us, stantial compliance with fire, safety and at least: building codes. a, 10 days before the effective date of can- 4. If: cellation if we cancel for nonpayment of �- premium; or a. You are an individual b, 45 days before the effective date of can- b, A covered "auto"" you own is of the "pri- cellation If we cancel for any other rea- son, e. The policy does not cover garage„ auto- except as provided in paragraphs 3. and 4, mobile sales agency, repair shop, service below. station or public parking place operation hazards, 3• We may cancel the Commercial Property we may cancel the Commercial Automobile Coverage Part, if made a part of this policy, Coverage Part by mailing or delivering to the by Mailing or delivering to the first Named in- sured and the first Named Insured's agent car first Named Insured and the first Named In- sured .5 sured s agent or broker written notice of can- broker written Notice of cancellation at least �= days before the effective date of cancellation cellation, including the actual reason for can- days any structure where 2 or more of the fol- cellation, to the last Mailing address known to lowing conditions exist; us' a. Without reasonable explanation, the a• At least 10 days before the effective date structure is unoccupied for more than 60 of cancellation If we cancel for nonpay- ment of premium: or IL T3 16 05 12 m 2012 The'travelers Indemnity Company.All rights reserved Page 1 of 4 includes copyrighted material of Insurance Services Office. Inc,with its permission. 010523 b. At least 10 days before the effective date plus; 95% of any unearned portion over of cancellation for any other reason if the. $1i00 Ibult not exceed ig $50, and not policy is in effect less than 30 days; or less than 97% of any unearned portion in c. At least 20 days before the effective date excess of$500. of cancellation for other than nonpayment The cancellation will be effective even if if the policy is in effect 30 days or more; we have not made or offered a refund. or S. If notice is mailed, proof of mailing will be suf- d. At least 20 days before the effective date ficient proof of notice. of cancellation if the policy is in effect for B. CHANGES 60 days or more or is a renewal or con- tinuation policy, and the reason for can- This policy contains all the agreements between cellation is that your driver's license or you and us concerning the insurance afforded. that of any driver who customarily uses a The first Named Insured shown in the Declara- covered "auto" has been suspended or tions is authorized to make changes in the terms revoked during the policy period. of this policy with our consent. This policy's terms can be amended or waived only by endorsement 5. We will also mail or deliver to any mortgage issued by us and made a part of this policy. holder, pledgee or other person shown in this policy to have an interest in any loss which C. EXAMINATION OF YOUR BOOKS AND may occur under this policy, at their last mail- RECORDS ing address known to us, written notice of We may examine and audit your books and re- cancellation prior to the effective date of can- cords as they relate to this policy at any time dur- cellation. If cancellation is for reasons other ing the policy period and up to three years after- than those contained in paragraph A.3. ward. above, this notice will be the same as that D. INSPECTION AND SURVEYS mailed or delivered to the first Named In- sured. If cancellation is for a reason con- 1. We have the right to: tained in paragraph A.3. above, we will mail a. Make inspections and surveys at any or deliver this notice at least 20 days prior to time; the effective date of cancellation. 6. Notice of cancellation will state the effective b. Give you reports on the conditions wefind: and date of cancellation. If the policy is cancelled, that date will become the end of the policy pe- c. Recommend changes. riod. If a Coverage Part is cancelled, that date 2. We are not obligated to make any inspec- will become the end of the policy period as tions, surveys, reports or recommendations respects that Coverage Part only. and any such actions we do undertake relate 7. If this policy is cancelled, we will send the first only to insurability and the premiums to be Named Insured any premium refund due. If charged. We do not make safety inspections. we cancel, the refund will be pro rata. If the We do not undertake to perform ,the duty of first Named Insured cancels, the refund will any person or organization to provide for the be at least 90% of the pro rata refund unless health or safety of workers or the public. And the following applies: we do not warrant that conditions: a. If: a. Are safe or healthful; or (1) You are an individual; b. Comply with laws, regulations, codes or (2) A covered auto you own is of the "pri- standards. vate passenger type"; 3. Paragraphs 1, and 2. of this condition apply (3) The policy does not cover garage, not only to us, but also to any rating, advisory, automobile sales agency, repair rate service or similar organization which shop, service station or public parking makes insurance inspections, surveys, re- place operations hazards; and ports or recommendations. (4) The first Named Insured cancels, 4. Paragraph 2. of this condition does not apply to any inspections, surveys, reports or rec- the refund will be not less than 90% of the ommendations we may make relative to certi- unearned portion not exceeding $100, fication, under state or municipal statutes, or- Page 2 of 4 02012 The Travelers Indemnity Company„All rights reserved. IL T3 16 05 12 Includes copyrighted material of Insurance Services Office.Inc.with its permission. COMMERCIAL GENERAL LIABILITY c. Method Of Sharing a. The statements in the Declarations are If all of the other insurance permits contribution accurate and complete; by equal shares, we will follow this method also. b. Those statements are based upon Under this approach each insurer contributes representations you made to us; and equal amounts until it has paid its applicable c. We have issued this policy in reliance upon limit of insurance or none of the loss remains, your representations. whichever comes first. The unintentional omission of. or unintentional error If any of the other insurance does not permit in, any information provided by you which we relied contribution by equal shares, we will contribute upon in issuing this policy will not prejudice your by limits. Under this method. each insurer's rights under this insurance. However, this provision share is based on the ratio of its applicable limit does not affect our right to collect additional of insurance to the total applicable limits of premium or to exercise our rights of cancellation or insurance of all insurers. nonrenewal in accordance with applicable insurance d. Primary And Non-Contributory Insurance If laws or regulations. Required By Written Contract 7. Separation Of Insureds If you specifically agree in a written contract or Except with respect to the Limits of Insurance, and agreement that the insurance afforded to an any rights or duties specifically assigned in this insured under this Coverage Part must apply on Coverage Part to the first Named Insured, this a primary basis, or a primary and non- insurance applies: contributory basis. this insurance is primary to a. As if each Named Insured were the only other insurance that is available to such insured Named Insured; and which covers such insured as a named insured, In. Separately to each insured against whom claim and we will not share with that other insurance, provided that: is made or"suit" is brought. (1) The "bodily injury' or "property damage" for 8. Transfer Of Rights Of Recovery Against Others which coverage is sought occurs; and To Us (2) The "personal and advertising injury" for If the insured has rights to recover all or part of any which coverage is sought is caused by an payment we have made under this Coverage Part, offense that is committed; those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, subsequent to the signing of that contract or the insured will bring "suit" or transfer those rights agreement by you. to us and help us enforce them. S. Premium Audit 9. When We Do Not Renew a. We will compute all premiums for this Coverage If we decide not to renew this Coverage Part, we will Part in accordance with our rules and rates. mail or deliver to the first Named Insured shown in b. Premium shown in this Coverage Part as the Declarations written notice of the nonrenewal advance premium is a deposit premium only. At not less than 30 days before the expiration date. the close of each audit period we will compute If notice is mailed, proof of mailing will be sufficient the earned premium for that period and send proof of notice. notice to the first Named Insured. The due date SECTION V a DEFINITIONS for audit and retrospective premiums is the date 1 "Advertisement" means a notice that is broadcast or shown as the due date on the bill. If the sum of published to the general public or specific market the advance and audit premiums paid for the segments about your goods, products or services policy period is greater than the earned for the purpose of attracting customers or premium, we will return the excess to the first Named Insured. supporters. For the purposes of this definition: c. The first Named Insured must keep records of a. Notices that are published include material Plated on the Internet or on similar electronic the information we heed for premium means of communication; and computation, and send us copies at such times as we may request. b. Regarding websites, only that part of a website 6. Representations that is about your goods, products or services p for the purposes of attracting customers or By accepting this policy, you agree: supporters is considered an advertisement. Page 16 of 21 02017 The Travelers Indemnity Company,.All rights reserved. CG T1 00 02 19 Includes copyrighted material of Insurance Services Office, Inc.with its permission. THIS PAGE INTENTIONALLY LEFT BLANK 12 of 12 (VA0t1M