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16-016.00 Van Ness Feldman On-Call Planning & Legal Svcs AGREEMENT FOR PROFESSIONAL SERVICES Van Ness Feldman 2016 On Call Planning&Legal Services THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Van Ness Feldman, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows: 1.Work to Be Performed. Consultant shall provide all labor,services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to review the Scope of Services,schedule and date of completion. The Scope of Services is attached hereto as Exhibit A. Upon notice from the City Manager or designee, Consultant shall commence work,perform the requested tasks in the Scope of Services,stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill and resources necessary to perform the work and is familiar with all current laws,rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession,and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met as determined by City. Consultant shall complete its work by December 31,2016,unless the time for performance is extended in writing by the Parties. Agreement for Professional Services Page 1 of 7 Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by ten days'written notice to Consultant. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate up to a maximum amount of$15,000 as full compensation for everything done under this Agreement, as set forth in Exhibit B. Consultant shall not perform any extra,further or additional services for which it will request additional compensation from City without a prior written agreement for such services and payment therefore.In addition to fees for professional legal services,Consultant will charge separately for other services and expenses to the extent of their use by the City. These charges include:car mileage in excess of 30 miles per trip at the business mileage rate calculated by the IRS(currently,$.54 per mile);airfare and other travel expenses such as hotel accommodations at cost; postage,document delivery charges and conference call charges at cost;copying charges at$.15 per copy($.75 per color copy)for in-house copying;outside copying services at cost,including taxes;court or administrative board filing fees and other court-or board-related expenditures including court reporter and transcription fees at cost; and other costs that are directly attributable to the representation. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below stated address. City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge,City Clerk Name: Van Ness Feldman,Tadas Kisielius Phone: (509)921-1000 Phone: (206)623-9372 Address: 11707 East Sprague Ave, Suite 106 Address: Millennium Tower Spokane Valley,WA 99206 719 Second Avenue, Suite 1150 Seattle,WA 98104 6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with all applicable federal,state,and local laws and regulations. Consultant warrants that its designs,construction documents, and services shall conform to all federal, state and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief,that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; Agreement for Professional Services Page 2 of 7 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local)transaction or contract under a public transaction;violation of federal or state antitrust statues or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph(A)(2)of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions(federal, state, or local)terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this Agreement. 8.Relationship of the Parties. It is understood,agreed and declared that Consultant shall be an independent contractor,and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right to control the particular manner,method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings,plans, specifications,and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit,examine and make excerpts or transcripts from such records and to make audits of all contracts,invoices,materials,payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant, its agents,representatives, employees or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1.Automobile liability insurance covering all owned,non-owned,hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute Agreement for Professional Services Page 3 of 7 form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2.Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3.Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1.Automobile liability insurance with a minimum combined single limit for bodily injury and property damage of no less than$1,000,000 per accident. 2.Commercial general liability insurance shall be written with limits no less than$1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance, if applicable, shall be written with limits no less than $1,000,000 per claim and$1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain,or be endorsed to contain,the following provisions for automobile liability,professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties who are additional insureds,and shall include applicable policy endorsements,and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested,complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 12.Conflicts. To comply with the Washington Rules of Professional Conduct(RPCs),Consultant maintains a conflict of interest index identifying all of Consultant's current and former clients. Based on the scope of services Exhibit A,Consultant reviewed the City against Consultant's conflict of interest index. Consultant Agreement for Professional Services Page 4 of 7 has four existing clients that required further review. These entities are listed in Exhibit D. Consultant has conducted an internal review and has concluded that it is reasonable for Consultant to represent the City of Spokane Valley and the entities listed in Exhibit D upon full disclosure and written consent. Exhibit D provides full disclosure of the representation of the entities listed and the Consultant's analysis of the potential for conflicts. By signing this Agreement, City confirms in writing its informed consent to the continued representation of the entities listed in Exhibit D. Specifically,City agrees that Consultant's continued work for entities listed in Exhibit D is on matters unrelated to Consultant's work for the City and would not materially limit Consultant's responsibilities to the City and further would not materially limit Consultant's responsibilities to the entities listed in Exhibit D. 13.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend,indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs,attorney's fees and costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts,errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend,indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend,indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of(a)City or City's agents or employees, and(b)Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend,indemnify and hold City harmless shall include,as to all claims,demands,losses and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,and the reasonable value of any services rendered by the office of the City Attorney,outside consultant costs,court costs,fees for collection,and all other claim-related expenses. Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 14. Waiver. No officer, employee,agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 15. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent Agreement for Professional Services Page 5 of 7 of the other Party. 16.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 17. Confidentiality. Consultant may,from time to time,receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 18. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be fmal and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 19. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 20. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified or altered except in writing signed by the Parties hereto. 21. Anti-kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 22.Business Registration. Prior to commencement of work under this Agreement,Consultant shall register with the City as a business. 23. Severability. If any section,sentence,clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section, sentence,clause or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee proposal C. Insurance Certificates D. Review of Conflicts of Interest (� The Parties have executed this Agreement this day of F VYu.11 '/ ,201(9 Agreement for Professional Services Page 6 of 7 CITY OF SPOKANE VALLEY Co ltant• -41 , L.._ — e27 Mike Jackson,Cityana erg g �y ti.{<F•� f i ,ts: Authorized Representative ATTEST APPROVED AS TO FORM: JP - � _ f..,... J istine Bainbridge, City Clerk Office of e City ey Agreement for Professional Services Page 7 of 7 EXHIBIT A SCOPE OF SERVICES Consultant shall provide"on call" planning and legal services to assist with land use issues as they arise on an as needed basis. Scope of services specifically includes issues related to long range planning and project review of specific proposals. DOCUMENTS REQUIRING THIRD-PARTY NOTIFICATION PRIOR TO PUBLIC DISCLOSURE This page has been inserted in place of the page entitled "Exhibit B: Fee Schedule" of a contract document which sets forth the rates charged by the contracting entity. Pursuant to the Washington Public Records Act (RCW 42.56), the City has determined that this record may be available for disclosure upon request for review by a third party. However, pursuant to RCW 42.56.520 and RCW 42.56.540, the City has determined it is appropriate to provide the contracting entity notification of any request for this record to allow them time to determine if they wish to seek to obtain a court order requiring the record to be withheld. Please contact the City Public Records Officer at (509) 921-1000 or visit our website at www.spokanevallev.org to complete a Public Record Request to receive a copy of this record. Client#:40157 VANNES ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)10/01/2015 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 ACT Darlene Hall CBIZ Insurance Services PHONE 443-259-3263 FAX (AIC,No,Ext): (A/C,No): 9755 Patuxent Woods Drive E-MAILSS: dahall@cbiz.com ADDRE Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Columbia,MD 21046 INSURERA:Travelers Prop.Cas.Co.of Ame 25674 INSURED INSURER B:Travelers Indemnity Co. 25658 Van Ness Feldman LLP INSURER C: 1050 Thomas Jefferson Street,NW INSURER D: Washington,DC 20007 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. ILTR TYPE OF INSURANCE NSR WVD POLICY NUMBER (MM/LDDY/YYYY) (MM/LDDY/YYYY) LIMITS A GENERAL LIABILITY 6303G68224A 10/01/201510/01/2016,EACH OCCURRENCE $1,000,000 X COMMERCIAL GENERAL LIABILITY PREMISES(Ea RENTED $1,000,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $2,000,000 POLICY PRO- JECT LOC COMBINED SINGLE LIMIT $ B AUTOMOBILE LIABILITY BA3G74042A 10/01/2015 10/01/2016(Eaaccident) $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS ROPERTY X HIRED AUTOS X AUTOS NON-0WNED Perraccident) DAMAGE $ A X UMBRELLA LIAB X OCCUR CUP3G74042A 10/01/2015 10/01/2016 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED X RETENTION$None $ A WORKERS COMPENSATION UB3G750497 10/01/2015 10/01/2016 X TORYTLIMITS ERH AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) City of Spokane Valley is included as an Additional Insured under the General Liability insurance when there is a written contract with the policy holder requiring such organization be an Additional Insured. CERTIFICATE HOLDER CANCELLATION Cityof Spokane ValleySpokane SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P P THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Valley City Hall ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E.Sprague Avenue,Suite 106 AUTHORIZED REPRESENTATIVE Spokane Valey,WA 99206 CBIZ Insurance Services, Inc. ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1197219/M1197194 OPNR ACS t� DATE OUNDWYWY) �,,,. CERTIFICATE OF LIABILITY INSURANCE 2/2/2016 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: N the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the tons 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 Susan Miller Rosemann-Hurt-Hoffman ANN (410)465-4300 I WINex C110)465-7451 3290 North Ridge Road AILAS;smiller9 rhhinsurance.a ora Suite 1300 INSURERe11AFFORODNBCOVERAGE NAICs Ellicott City MD 21043 INsummt:Continental Casualty Company INSURED INSURER B: Van Ness Feldman, LLP _INSURER C: 1050 Thomas Jefferson St., NW INSURER o: Suite 700 INSURERE: Washington DC 20007-3877 INSURER F: COVERAGES CERTIFICATE NUMBER:CL162231708 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'NTH 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.UNITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. bon .,,, POLICY LTR I TYPE OP INSURANCE MNRO wive Palley NUMBER I IYYYYI.IMMf WY�YYT1 LOUTS I cOYYERCUIL Mona manor EACH OCCURRENCE i I CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED PREMISES(Eit aaaetenool s — MrEO EXP(Jnr am person) $ PERSONAL i AOV INJURY $ — GEH L AGGREGATEppuMIT APPLIES PER: GENERAL AGGREGATE f_ RPOLICY 1.1 18. ❑LOC PRODUCTS.COMP/OP AGO S OTHER: $ AUTOMOBILBUABIUTY COMBINED SINGLEbort $ ` Me meltime ANY AUTO BODILY INJURY(Per poison) $ — MALL OYSYNED ^ ASCHEDULEDOBODILY INJURY(Per eetl6sni $ HIRED AUTOS ^ AuToSMM IeDPc DAMAGE S S uasn W1UAsOCCUR EACH OCCURRENCE $ EXCESS LIAR I CLANS-WOE AGGREGATES 1 DED I I RETENTION$ o f WORKERS COMPENSATION I Mum I I OERT . AND IMPWYERS'UNEUTY YIN ANY PROPRIETOWPARTNEWEXECUTIVE EACH ACCIDENT f OPFICERNEMSER EXCLUDED? ❑NIA E.L. (Ysndno,In NH) E.L.DISEASE-EA EMPLOYEE S I yes.dotTION OF OPERATIONS below E.L DISEASE-POLICY MET S A Lawyers Professional 132655921 1/25/2016 1/23/2017 EarhCuen: $10,000,000 Liability Insurance Amiga): $10,000,000 oescioPTON OF OPERATIONS I LOCATIONS!VEHICLES(ACORD/0r.Addideeai Remade Schedule.may be elleehed N moa epees N nipdnd) Deductible: $150,000 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Spokane Valley City Hall ACCORDANCE WITH THE POUCY PROVISIONS. 11707 E. Sprague Avenue Suite 106 AIRRORI>'ADREPRESENTATIVE Spokane Valley, WA 99206 .51 -dA r d @ 1988.2014 ACORD CORPORATION. All rights reserved. ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD IN5026(201401) EXHIBIT D: REVIEW FOR CONFLICTS Rule 1.7 of the Rules of Profession Conduct define a concurrent conflict of interest as a situation in which the representation of one client will be directly adverse to another client or there is a significant risk that the representation of one or more clients will be materially limited by the lawyer's representation to another client. Notwithstanding the existence of a concurrent conflict of interest a lawyer may nevertheless represent a client if: (I) The lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client; (2) The representation is not prohibited by law; (3) The representation does not involve the assertion of a claim by one client against another client represented by the lawyer in the same litigation or another proceeding before a tribunal; and (4) Each affected client gives informed consent, confirmed in writing (following authorization from the other client to make any required disclosures). Consultant has conducted an internal review and identified four existing clients where there is a conflict or a potential for a conflict to arise. Upon deliberation and review Consultant has concluded that it is reasonable to represent the City of Spokane Valley and the entities listed below upon full disclosure and written consent. The following descriptions provide full disclosure of the Consultant's representation of these four entities and Consultant's analysis of the potential conflicts. 1. Avista. Van Ness Feldman represents Avista in the defense of claims made by a number of Northwest parties concerning power sales made from approximately 2000 to 2001. Additionally, Van Ness Feldman occasionally represents Avista with respect to federal regulatory obligations associated with its natural gas and electric utility businesses including: counseling regarding federal utility regulations; advocacy before the Federal Energy Regulatory Commission; and commercial transactions related to these regulatory obligations. Consultant has not represented Avista on local land use matters in Washington. However, because both the City and Avista are current clients, there is a potential for a conflict to arise. Consultant has not and will not represent Avista on matters related to land use issues in the City of Spokane Valley, unless the City consents, in writing to such representation in the future. During the term of this Contract, Consultant cannot represent the City adverse to Avista, without Avista's informed written consent. With that limitation, Consultant's representation of the City of Spokane Valley with regard to long range planning issues and project review would not materially limit Consultant's responsibilities to Avista. Similarly, Consultant's continued work for Avista on federal regulatory obligations associated with its natural gas and electric utility businesses is Exhibit D unrelated to Consultant's work for Spokane Valley and would not materially limit Consultant's responsibilities to Spokane Valley. 2. Central Premix Consultant currently represents Central Premix in connection with permitting and operation of its facilities outside of the City of Spokane Valley. Consultant has not represented and will not represent Central Premix in relation to its existing facilities and operations in the City during the term of this Contract, unless the City consents, in writing to such representation in the future. Central Premix has recently filed a Citizen Amendment Request (CAR) to be considered by the City during the Comprehensive Plan update and the City's update may include consideration of policies and regulations related to mineral resource lands. After an internal review, we have made the determination that we could proceed with our representation of the City in the Comprehensive Plan update upon full disclosure and the written consent of each client. Consultant's representation of the City of Spokane Valley with regard to long range planning issues and project review, including consideration of Central Premix's CAR and mineral resource policies and regulations, would not materially limit Consultant's responsibilities to Central Premix on matters outside the City. Similarly, Consultant's continued work for Central Premix in connection with permitting and operation of its facilities outside of the City is unrelated to Consultant's work for Spokane Valley and would not materially limit Consultant's responsibilities to Spokane Valley. Central Premix has already provided its written consent to our continued representation of the City on the Comprehensive Plan update, including consideration of Central Premix's CAR and mineral resource policies and regulations, generally. 3. Renewable Energy Group, Inc. and Tesoro Savage Petroleum Terminal LLC. Consultant represents applicants for two independent marine terminal development projects ("Projects") outside of the City in Western Washington that will receive, store and transfer crude oil: Tesoro Savage Petroleum Terminal LLC, doing business as "Vancouver Energy" ("Tesoro/Savage"), whose project is in Vancouver, Washington, and Renewable Energy Group, Inc. ("REG"), whose project is in Hoquiam, WA. REG recently acquired the interest in the permit application for the facility from Imperium Renewables, Inc. Consultant's representation of each terminal operator only involves the terminal site and operation of those facilities at those locations. These Projects have no involvement with the rail operations delivering materials to the facilities, nor with the shippers of the commodity. However, if constructed, customers using the facilities will ship crude oil by rail from various locations that will most likely travel along the rail line that runs through the City of Spokane Valley. In light of the public attention on these Projects, Consultant is acting out of an abundance of caution at this early stage to disclose Consultant's representation of Tesoro/Savage and REG and to seek City's consent for our continued representation related to the Projects. Consultant's representation of REG and Tesoro/Savage on their Projects, or with any other client with a project located outside of the City that relies on rail service that may pass through the City, is entirely unrelated to Consultant's representation of the City of Spokane Valley on land use related issues. Consultant's representation of Tesoro/Savage and REG includes permitting for the Projects, associated environmental review, and any resulting litigation. Consultant has and will not during the term of this contract represent the City on any issues related to these two Projects, Exhibit D which are proposed in different jurisdictions in western Washington. Any potential City concerns would relate solely to indirect rail impacts from railroad operations that are not directly part of the Project and over which Tesoro/Savage and REG have no control. Consultant's representation of the City of Spokane Valley with regard to land use issues would not materially limit Consultant's responsibilities to Tesoro/Savage and REG, or to any other client outside of the City that relies on rail service that may pass through the City, regardless of the City's position on the Projects. Similarly, Consultant's continued work for Tesoro/Savage, REG, or any other client project located outside of the City that relies on rail service that may pass through the City, on the permitting environmental review and litigation associated with the Projects is unrelated to Consultant's work for the City of Spokane Valley and would not materially limit Consultant's responsibilities to the City of Spokane Valley. Exhibit D Client#: 40157VANNES ACORD DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/18/2016 TM 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). CONTACT Darlene Hall PRODUCER NAME: CBIZ Insurance Services FAX PHONE 443-259-3263 (A/C, No): (A/C, No, Ext): 9755 Patuxent Woods Drive E-MAIL dahall@cbiz.com ADDRESS: Suite 200 INSURER(S) AFFORDING COVERAGENAIC # Columbia, MD 21046 Travelers Indemnity Co. of Amer25666 INSURER A : Travelers Prop. Cas. Co. of Ame25674 INSURED INSURER B : Van Ness Feldman, LLP Standard Fire Insurance Co.19070 INSURER C : 1050 Thomas Jefferson Street, NW Travelers Indemnity Co. of CT25682 INSURER D : Washington, DC 20007 INSURER E : INSURER F : COVERAGESCERTIFICATE 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. INSRADDLSUBRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSRWVD AX6303G68224A10/01/201610/01/20171,000,000 COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE$ DAMAGE TO RENTED X700,000 $ CLAIMS-MADEOCCUR PREMISES (Ea occurrence) 10,000 MED EXP (Any one person)$ 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE$ PRO- X2,000,000 PRODUCTS - COMP/OP AGG$ POLICYJECTLOC $ OTHER: COMBINED SINGLE LIMIT DBA3G74042A10/01/201610/01/20171,000,000 AUTOMOBILE LIABILITY (Ea accident)$ BODILY INJURY (Per person)$ ANY AUTO ALL OWNEDSCHEDULED BODILY INJURY (Per accident)$ AUTOSAUTOS NON-OWNEDPROPERTY DAMAGE XX $ HIRED AUTOS (Per accident) AUTOS $ B XXCUP3G74042A10/01/201610/01/201715,000,000 UMBRELLA LIAB EACH OCCURRENCE$ OCCUR 15,000,000 EXCESS LIAB CLAIMS-MADEAGGREGATE$ XNone $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION CUB3G75049710/01/201610/01/2017X STATUTEER AND EMPLOYERS' LIABILITY Y / N 500,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N N / A OFFICER/MEMBER EXCLUDED? 500,000 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under 500,000 E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Spokane Valley is included as an Additional Insured under the General Liability insurance when there is a written contract with the policy holder requiring such organization be an Additional Insured. CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Spokane Valley Spokane THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Valley City Hall ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E. Sprague Avenue Suite 106 AUTHORIZED REPRESENTATIVE Spokane Valey, WA 99206 © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01)The ACORD name and logo are registered marks of ACORD 11of 1of 1 #S1416975/M1397810#S1416975/M1397810SD1 '....li PACILAW-01 EHADLEY A� CERTIFICATE OF LIABILITY INSURANCE GA3/29/2CIYWY} 3/29/20111 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 certMcate 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 ponds may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such sndamanM(a. PRODUCER 1611r, Edward Hadley - FFInpq�mN .._ WNW Hub intemaOonalNOnhwestLLC Mt,Bek(208)838-1017 twq NM: P.O.Box 3018A98041 Aon'edwardJnadleyShubintemetonal.Com P.O.Botell,WA -- INbUXER(S)AFFORDINGCOVERAGE NAV! _ SOURER A:Travelers Casualty Insurance Company of Americ_19046 _ INSURED enema a:Travelers Property Casualty Company of America 25874 - PacificaLawGroupLLP INSURER D: 1191 Second Ave Suite 2000 INSURER D. - _ — Seattle,WA98101 INSURER E: INSURER P: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS 15 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 LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS._ 1WUn TYPE OF INSURANCE a gyp POLICY NUMBER Iyy 144,'�WI OMITS A X COMMERCIAL GENERAL LIABILITY EACHO.000RRIACE 2,000,000 CLAWS MADE X OCCUR X BB07796X4934/112019 4/1/2020 AMIE.Wim( _ 1y000y000 MEDEXP(API_MN RONA . 6'000 PERSONAL&NOV INJURY 2,000,000 OWL AGGREtATE LIMIT APPLIES PER GENERAL AGGREGATE -_ 4,000, POLICY000— jECT LOC PROn1CTa-MAPCPAGO _ 4.000,600 OTHER DsuXREUMIT 1,000,WO A Al1TONOaILE LIABILITY 1EFRtlYd1_ACV AUTO 6807793X483 4/1/2019 4/1/2020 eOmYXNURYIPe.RmcM . - - ONMED 'SCHEDULED AUTOSgE�ONLY I AUTOS ,SW]UIPLEY AWRY(O(W�E9M). ALTOS X ' ONLY X I� ( ) B X UMBRELLA WB X OCCUR SN.N• O:CWiRENCE 2,000,000 EXCESS LAB CLAIMS-MADE CUP7794X941 4/1/2019 4/1/2020 AGGREGATE ;000,000 AGGREGATE DEO X RETENTIONS 10,000 P.A WORKERS COMPENRATICN I STATUTE X EF PER AND EMPLovERru4aiurr VIM 16807793X483 4/1/2018 4/1/20191,000,000 ANY PROPRIETORPARTNER/EXECUTIVE EL EACH ACCIDENT S _ �A uIastoy In MMP EXCLUDED? NIA ELpm&AeM.EA EMPLOYEE 5- 1,000.000 FOFscRyvn.ONN OFFOOPE -xIc.6 OO 1,000.000 EL'g6EA8E.PQIGY LYn 1 A Commercial Property 16807793X483 4/1/2019 4/112020 BPP 1,385,596 p�p1lpll b ORbtI I$ LOCAIIXIS I VEHICLES IA0OO 101,AdWMRRUWRe Schsedkom be winched Emacs smog Is Wq*ed) C CMBpobM WHY a added as Additional Insured es'np.ttl a specific contract or for any end alwork performed with the City.The Insurance Is primary and non-contributory over any Insurance or self-insurance the City may have. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL SE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Avenue Spokane,WA 99206 AUTHORIZED REPRESENTATNE ACORD 25(2016103) 01988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ALAS Attorneys' Liability Assurance Society January 2, 2019 Pacifica Law Group 1191 2nd Avenue Suite 2000 Seattle, WA 98101-3404 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Pacifica Law Group has Professional Liability Coverage under Policy ALA#1973 with a limit of$10,000,000 per claim and $20,000,000 in the aggregate with the right, under stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS. The self-insured retention under such Policy is $250,000 each claim up to an aggregate of$500,000 and$100,000 each claim thereafter. The Policy effective date is from January 1,2019 to January I, 2020. Such Policy is subject to the terms,conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY LTD., A RISK RETENTION GROUP By: -n-r.{ Y1/1 . // Date: 1/ a ) 101 Anne M. Mahoney / Assistant Director of Underwriting 311 S Wacker Drive Suite 5700 Chicago.IL 60606-6629 tel 312 6976900 rai 312 6976901