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17-015.00 Lukins & Annis: Legal Services 17-015 AGREEMENT FOR PROFESSIONAL SERVICES Lukins&Annis THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Lukins&Annis,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 Scope of Services, attached as Exhibit A. 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. 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 for the 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 shall accept modifications when ordered in writing by the City Manager or designee, so long as the additional work is within the scope of Consultant's area of practice. 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 31,2017,unless the time for performance is extended in writing by the Parties. Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 Agreement for Professional Services(with professional liability coverage) Page 1 of 7 days' prior notice and an opportunity to cure the breach. Either Party may, in addition, terminate this Agreement for any reason by 10 days' written notice to the other Party. In the event of termination without breach,City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. The terms of the Engagement Letter and Brochure (attached hereto) shall supplement the terms of this Agreement. In the event of a conflict between the Engagement Letter, Brochure, and this Agreement, the terms of this Agreement shall control. 3. Compensation. City agrees to pay Consultant an agreed upon hourly rate of$175.00,up to a maximum amount of$5.000.00 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. 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: Lukins&Annis,Kelly Konkright Phone: (509)921-1000 Phone: (509)455-9555 Address: 11707 East Sprague Ave., Suite 106 Address: 717 East Sprague Avenue, Suite 1600 Spokane Valley,WA 99206 Spokane, WA 99201-0466 (After September 1,2017: 10210 East Sprague Avenue Spokane Valley,WA 99206) 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; 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 statutes or commission of embezzlement,theft,forgery,bribery,falsification or destruction of Agreement for Professional Services(with professional liability coverage) Page 2 of 7 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 and agreed 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,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 fmal 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 form providing equivalent liability coverage. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations,stop-gap independent contractors and personal injury,and advertising injury. City shall be named as an additional Agreement for Professional Services(with professional liability coverage) Page 3 of 7 insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. 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 for each occurrence, and$2,000,000 for general aggregate. 3. Professional liability insurance 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 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. 3.If Consultant maintains higher insurance limits than the minimums shown above,City shall be insured for the full available limits of commercial general and excess or umbrella liability maintained by Consultant, irrespective of whether such limits maintained by Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by Consultant. 4. Failure on the part of Consultant to maintain the insurance as required shall constitute a material breach of the Agreement,upon which the City may,after giving at least five business days' notice to Consultant to correct the breach,immediately terminate the Agreement,or at its sole discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to City on demand, or at the sole discretion of the City, offset against funds due Consultant from the City. D.�ility of In rs. Insurance t e placed wi • with a cur en 1 .Best�� rating of not A:VII. T� iavVeri) N 1tR wrr ?-I -/7 G Pt 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 Agreement for Professional Services(with professional liability coverage) Page 4 of 7 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.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,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 City harmless 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 pursuant to RCW 4.24.115. Consultant's duty to defend,indemnify,and hold City harmless 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,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. 13.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. A waiver in one instance shall not 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. 14. 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 prior written consent of the other Party. 15.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. Agreement for Professional Services(with professional liability coverage) Page 5 of 7 16. 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. 17. 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 final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. 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). 19. 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. 20. 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. 21. Business Registration. Consultant shall register with the City as a business prior to commencement of work under this Agreement if it has not already done so. 22.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. 23.Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services/Fee Proposal B. Insurance Certificates C. Engagement Letter D. Lukins&Annis brochure The Parties have executed this Agreement this I8* day of (Ak& ,Y 20 I 7FS7JEY Consult nt: Mark Calhoun, City Manager By: Its: Authorized Representative AT Agreement for Professional Services(with professional liability coverage) Page 6 of 7 Christine Bainbridge, City Clerk: APPR VED AS TO FORM: A ra ‘. i_ Office o re ity A M- Agreement for Professional Services(with professional liability coverage) Page 7 of 7 SCOPE OF WORK/FEE PROPOSAL FOR CONSULTANT AGREEMENT FOR ATTORNEY SERVICES—LUKINS &ANNIS The Consultant reports directly to the City Attorney and may perform a variety of complex technical and professional work in advising the City Manager and City Attorney as to legal rights, obligations, and practices relating to municipal law. These duties may include drafting ordinances and resolutions, conducting civil lawsuits, and other matters as assigned by the City Attorney or City Manager. The City will provide written notification to the law firm of all requests for legal services under this Agreement. Consultant may be asked to attend and present materials at a City Council or Planning Commission meeting on one or more Tuesday or Thursday evenings between the hours of 6:00 p.m. and 10:00 p.m. Hourly billing rates for municipal entities are as follows: Attorney Kelly Konkright- $175 Paralegals - $125-150 Legal Assistants - $105-125 City shall reimburse for costs paid by Consultant which are incurred in the course of representation, which shall be itemized on any request for reimbursement from Consultant to the City. /"'m, LUKI&AN-01 DELISI, Ricr CERTIFICATE OF LIABILITY INSURANCE OATS IIRMIWYMI 1/9/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHT'S UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN TIE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. NNPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(Ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terns and moons of the popsy►, tain.poIde cerea may require en endorsement. A statement on this cortifi does not confer rights to the certificate holder In lieu of such ender t(s). r ads PRODUCER /AR= r cT peaseray Ellis Hubshrter onal Northwest LLC No. (509)x.7887 ,' . � WA 99220 deasersay.ell1sehubintematlonaI.com INSURERMORINO COVERAGE NAICA 4 NRsumetA:Travelers Property Casualty Company of America 25974 MIRED RNauRERe:The Travelers Indemnity Company '25658 WidnesA Aneats,P.S INSURER C I Clint Marvel 717 W Sprague Ave#1600 INSURER o: Spotmna,WA 8II201 MI/RER 5: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBED 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, OCCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OFIeiU ICE I A POLICY Nu cR 4=NI MU& LIMITS . Xcommancod.counta w►tRarn, ".......,_;4-L7-. • 1,000,000 i I CLAa LADE n'OCCUR , X 6809B87480A 07115/2016 0712512017 III -A2frit1011111 300,000 5,000►-- t .,. •_:,_,..( ., .:, 1,000,000 X LI *{_J QCT art ,'... 2,000,000 OTHE,1 f $ B iutaaoeuw►earrY7.';' :.-t_;swGLEtel► 1, 0,000 'X'rANY AUTO EA9B874927 07125/2016 07/2512017 Hyl �:•,f� "Y' 11-.•.../1111M11111176.1 p - •-.ILLI F—Mil .. OFLY `• AlJT08 , _WfI�ONLY Iy''ta'"1g4 $ _1UMBELLALIAU H OCCUR �r :•.: .�?. i excess LIAR CLADAS MAGE $ ► 1 Ire 1 Mr" �"Lu°' ELEACH ACCIDENT a MY r','4�.y Vii}.-it in NIA f RD!$ PTICNssalbe undo/ OPOPERATICNSb w ' EL.DISEASE-PCLICYMIT 1 • CI�vaEsYTIONSI e /VEHICLE/I(ACORD M,Add/gond Remarks Sehodolo,pay bil alledigd,Atm snoop imill /LOCAes en additional ineurw wIth respects to the wont espionage for the cuy or Valley. CERTIFICATE HOLDER CANCELLATION ' SHOULD ANY OF THE ABOVE DESCRIBEEI POUCES BE CANCELLED BEFORE qlyT E>�IRATTONI DATE THEREOFNOTICE FALL VIIIN 06 AtAT�B WITH THE POLwY 11707 E 1 A 89206 - .. , AUT REPR5ZENTATIVa . 1 - 4 „„etia:4:4 VCIA....... ACORD 25 Men) 01983-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo aro registered meats of ACORD • COMMERCIAL GENERAL UABIUTY POUCY NUMBER: 650-9B$7460A-16-42 ISSUE DATE: 06/14/9016 THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. ADDITIONAL INSURED-DESIGNATED PERSON OR ORGANIZATION This endorsement modules Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART • SCHEDULE Name of person or organization: CITY 07 SPOKANE VALLEY • • • 11707 E. SPRAGUE AVE, EYE 106 SPOKANE VALLEY WA 6!906 WHO IS AN INSURED(Section N)is amended to include as an insured the person or organization shown In the Schedule as an Insured but only with respect to Rabat/arising out of your acts or omissions. C0 T4 9111 Ea Copyright.insuntince Services Office.Inc..1954 Page 1 of I ALAS ' Liability Assurance Society,Inc. January 11,2017 Lukins&Armis,P.S. 717 W. Sprague Avenue Suite 1600 Spokane, WA 99201-0466 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Lukins&Annis,P.S.has Professional Liability Coverage under Policy ALA#1563 with an annual 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 end$100,000 each claim thereafter. The Policy effective date is from January 1,2017 to January 1,2018. Such Policy is subject to the terms,conditions, limitations and exclusions stated therein. ATTORNEYS' LIABILITY ASSURANCE SOCIETY,INC., A RISK RETENTION GROUP By: 12/Y7Date: 1 l VA,/ 7" Nancy J. Montroy Vice President-Director of Underwriting 311 S.Wicker brave.Suite 5700 Chicago.N.60606-6629 eel 312.697.6900 tax 312.697.6901 717 W Sprague Ave,Ste 1600 L U K I N S&A N N I S I ATTORNEYS Spokane,WA 99201-0466 t509-455-9555 f 509-747-2323 lukins.com KELLY E.KONKRIGHT January 5,2017 Principal Attorney Admitted In:Washington Direct Fax: (509)363-2484 Mr. Cary P.Driskell Direct Dial: (509)623-2011 City Attorney 11707 E.Sprague,Ave.,Suite 106 Spokane Valley,WA 99206 Re: Engagement letter Dear Cary: Thank you for selecting Lukins&Annis to represent you. This letter will confirm our discussion with you regarding the engagement, and describes the basis on which our firm will provide legal services to you. Enclosed is a booklet entitled "Standard Terms of Engagement for Legal Services"which we provide to all clients. This booklet, as supplemented by this letter, comprises our engagement understanding with you. Client. Our client in this matter will be City of Spokane Valley(hereinafter"Client" or"you"). Scope of Engagement("engagement"). You have engaged us to advise and represent the Client as detailed in the Agreement for Professional Services"Agreement." In the event of any conflict between the terms of the Agreement, this letter, or the enclosed booklet,the terms of the Agreement control. We have agreed that our engagement is limited to performance of the services described above. Our acceptance of this engagement does not involve an undertaking to represent you or your interests for any other purposes. We may agree with you to limit or expand the scope of our representation from time to time, provided that any such change is confirmed in writing. Client Responsibilities. You agree to pay our invoices for services and expenses as provided below. In addition, you agree to be candid and cooperative with us and to keep us informed with complete and accurate factual information, documents, and other communications relevant to the subject matter of our representation or otherwise reasonably requested by us. Because it is important that we be able to contact you at all times to consult with you regarding our representation,you agree to inform us, in writing, of any changes in the name, address, telephone number, contact person,e-mail address, state of incorporation, or other relevant changes regarding you or your business. Whenever we need your instructions or authorization in order to proceed with legal work on your behalf,we will contact you at the latest address we have received from you. A Professional Services Corporation Spokane I Coeur d'Alene I Moses Lake Mr.Cary P.Driskell January 5,2017 Page 2 Fees. The fees that we charge for our services are based on a variety of factors,the most important of which is the amount of time spent on a particular engagement by our lawyers and legal assistants. My usual rate is$275 per hour,my reduced rate for this agreement is$175 per hour. Our current rates for paralegals range from$125 to$150, and our current rates for legal assistants range from$105 to$125 per hour. Our billing rates are subject to change from time to time. Other factors also may be taken into consideration in determining our fees,including the novelty and complexity of the engagement;the skill requisite to perform the services properly; the experience,reputation, and ability of those performing the services;the time limitations imposed by you or the circumstances; the amount involved; and the results obtained. Alternate Fee Arrangements. There are circumstances in which we may provide legal services to you other than on a standard hourly rate arrangement, for example, on a flat-fee basis for certain well-defined services, or on a contingent or other alternate fee basis when appropriate. Any service arrangements other than our standard hourly rates will be effective only after we have discussed the arrangements with you,you have approved the arrangements, and the details of the arrangements have been confirmed in a written fee agreement between you and us. Costs. In the course of performing legal services for you,we may be obligated to make payments to third parties for various services. You will be responsible to reimburse us for any third-party charges which we may advance on your behalf. Examples include filing and recording fees, service of process,court reporters and transcript costs,significant document duplication projects, courier services, overnight or express mail services, charges for outside consultants and research services,expert and other witness fees, and travel expenses. In some circumstances, arrangements with your approval may be made for third parties to bill you directly for those costs. We will not charge you for certain internal services that we provide in connection with our legal services(e.g.,routine duplication, postage,faxing, and long-distance charges). We will itemize in detail any costs and charges that we advance on your behalf in the invoices that we send to you. Fee Deposit. We may ask new clients to provide an advance deposit with our law firm, typically equal to the fees and costs likely to be incurred during a two-month period. We also reserve the right to require additional deposits in advance of undertaking a substantial amount of work,for example, commencement or undertaking defense of a lawsuit. Any advance deposits will be placed in our trust account for application,with your approval, to future invoices. As invoices are paid from advance deposits,we may ask you to restore the deposits. Fee and Cost Estimates. We have informed you that we are not able to predict the precise amount of fees and costs that will be charged during this engagement, and therefore have made Mr. Cary P.Driskell January 5, 2017 Page 3 no commitment to you concerning the maximum amount of those charges. Any projection of fees and costs that we may have discussed with you represents only our best estimate based on our experience with similar engagements. We also need to confirm that the Client's obligation to pay our invoices as rendered is in no way contingent on the ultimate outcome of the engagement. Payment of Invoices. Our standard practice is to issue invoices monthly for work performed and expenses incurred during the previous month. Payment is due promptly upon receipt of our invoice,and our firm will charge a late payment fee of 1%per month (12%per annum) on invoices not paid within 30 days of receipt. Please bring any questions about inaccurate, inappropriate, or uncertain charges to the attention of the attorney responsible for your engagement, or to the attention of our firm's president,within 30 days of the date of the invoice in question. Typically,we are able to resolve billing questions and problems promptly to the satisfaction of our clients with little inconvenience or formality. Advice about Possible Outcomes. Either at the commencement of or during the course of our representation,we may express opinions or beliefs concerning the engagement or of various courses of action, and the results that might be anticipated. Any such statement made by our firm is intended to be an expression of opinion only,based on information available to us at the time, and should not be construed by you as a promise or guarantee of any particular result or outcome. Litigation—Preservation of Documents,Electronic Records,and Other Evidence. Applicable state and federal law obligates parties who are, or likely will be, involved in litigation to preserve all documents,electronically stored information, tangible property, and other physical evidence that potentially may be relevant to the issues that are the subject of the litigation. The Client,if it has not done so previously, should take immediate steps to preserve all such evidence. Adequate preservation in the case of electronic records includes an obligation to ensure that existing records are not lost through periodic erasing, purging, or overwriting. Our attorneys are available to assist the Client in determining the scope and adequacy of the evidence preservation effort, and to answer any related questions. Termination of Engagement. We reserve the right to cease performing legal services for you and to terminate the engagement for any reason consistent with ethical rules, including conflicts of interest or your failure to pay invoices for fees, costs, and charges when due. You may terminate the engagement at any time,with or without cause,by sending written termination notice to us. In the event of any termination: (1)we will return your documents to you, subject to any lien rights that we might have for unpaid invoices, and (2)you will be obligated to pay us for legal services rendered, and costs incurred,through the effective date of the termination, Mr. Cary P.Driskell January 5, 2017 Page 4 including any additional time that may be required to arrange for an orderly transition to a new attorney of the work we are doing for you, if applicable.Unless earlier completed and concluded by the law firm,this engagement and the scope of work set forth herein will be deemed completed and concluded upon the law firm's transmittal of our last invoice containing new attorney's fee charges. Any subsequent notices or reminders from the law firm transmitted to the Client to pay outstanding fees or costs that do not contain new attorney's fee charges will not extend the completion and conclusion date. Document Retention and Destruction. Upon the conclusion of this engagement,we will return to you all of your papers and property related to this engagement. We will retain, in hard copy and/or electronic form, our own files pertaining to the engagement, including attorneys' internal work product such as drafts,notes, internal memoranda, and legal and factual research including investigative reports prepared by or for the internal use of our attorneys, and firm administrative records such as time and expense reports,personnel and staffing materials, and credit and accounting records. For various reasons, including the minimization of unnecessary storage expenses,we reserve the right to destroy or otherwise dispose of our own files within a reasonable time after the termination of the engagement in accordance with our records retention policies. Our firm normally does not retain files for more than seven(7)years after an engagement is concluded. Dispute Resolution. To the extent permitted by law, any disputes between the Client and our firm arising out of this engagement will be resolved by binding arbitration pursuant to the Washington Uniform Arbitration Act, Chapter 7.04A RCW,using a single arbitrator, with the venue for any arbitration proceeding and/or related litigation in Spokane County, Washington. Please review this letter and the enclosed booklet carefully, and call me if you have any questions about the terms of our engagement. Very truly yours, KELLY E. ONKRIGH Principa ttorney KEK:slr 01452947 I LUKINS &ANNIS I ATTORNEYS A Professional Services Corporation STANDARD TERMS OF ENGAGEMENT FOR LEGAL SERVICES Lukins & Annis, P.S., welcomes the opportunity to assist you with your legal service needs. This brochure outlines our general engagement and billing practices pertaining to the services that we will be providing to you. In some cases, you may have reached a different understanding with us regarding our engagement. Any understanding that varies from the terms of engagement contained in this brochure should always be obtained in writing. Please take a few moments to review our standard terms carefully, and retain this brochure in your files. • CONFLICTS OF INTEREST We have performed a search of our client base to determine if representing you might create a potential conflict of interest with any other clients. We made the search based on information that you provided to us, including your name, the name of your company if applicable, and the names of any other business associates, or family members, who may have some involvement with the work we are doing for you. Please inform us promptly if you use other names, if you have affiliated Companies that should be entered into our conflict search system, or if, during the course of our representation, there are changes to any of these names. COMMUNICATIONS It is critical to the success of our relationship that we communicate effectively with each other throughout the engagement. We need to have a clear understanding of the objectives that you have in engaging our firm. In turn, you need to have a clear understanding of the nature and scope of the legal services that we will be providing to you. We encourage open and candid communications regarding any aspect of the work we are doing for you. We will do our best to respond to your questions and comments on a timely basis, and will commit to act on your behalf to the best of our ability. PERSONNEL Generally, one attorney will be assigned primary responsibility to ensure that your legal service requirements are satisfied. However the responsible attorney may assign additional attorneys and other support staff to the engagement in order to render the most appropriate and efficient legal services to you. Our objective, taking into consideration the nature and scope of the work that we expect to do for you, is to have the attorneys and staff with the most relevant training and experience assigned to your engagement. When you engage us to provide services, you are engaging our law firm, not a single attorney. TRUST DEPOSITS Any advance fee and cost deposit, or other funds that we receive from you in trust, will be placed in a trust account for your benefit according to the rules of the respective jurisdictions. In Washington, your deposit, if not expected to earn a net return, will be placed in a pooled trust account, with interest earned payable to charitable foundations as determined by the state. Clients in Washington and Idaho, under certain circumstances, may establish segregated trust accounts. Interest earned in such accounts will b,e added to the deposit for your benefit and will be reported as taxable income. We will withdraw funds from your trust deposit as necessary to reimburse us for costs which we have advanced on your behalf, and will withdraw earned fees only after giving you reasonable notice of our intent to do so through an invoice or other document such as an email or letter. QUESTIONS? Our goal is to provide effective, efficient, and timely legal services to you at a reasonable cost. Please contact us promptly if you have any questions about the work that we are doing for you. Please feel free to direct any questions to our firm's president, as well as to the attorney responsible for your engagement. Thank you for choosing Lukins & Annis, P.S. , as your legal counsel. Iukins.com I LUKINS&ANNIS Spokane: 717 West Sprague Avenue Suite 1600 Spokane, WA 99201-0466 t 509.455.9555 f 509.747.2323 Coeur d'Alene: 601 East Front Avenue Suite 303 Coeur d'Alene, ID 83814-5186 t 208.667.0517 f 208.664.4125 Moses Lake: 821 East Sharon Avenue Moses Lake, WA 98837 t 509.455.9555 JAADMIN TERMS OF ENGAGEMENT BROCHURE-REVISED 08-25-2016.docx 17015 LUKI&AN-01 DELLISI ACOREY DATE(MM/DDNYYY) CERTIFICATE OF LIABILITY INSURANCE 6/29/2017 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 cT Desseray Ellis Hub International Northwest LLC PO Box 3144 (A/C,No ,Ext):(509)462-7867 I FAX No): Spokane,WA 99220 _ADDRIL ESS:desseray.ellis@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Property Casualty Company of America 25674 INSURED _INSURER B:The Travelers Indemnity Company 25658 Lukins&Annis,P.S INSURER C: Clint Marvel 717 W Sprague Ave#1600 INSURER D: Spokane,WA 99201 INSURERS: 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER YI POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMMIDD/YYY (MM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 6809687480A 07/25/2017 07/25/2018 DAMAGE TO RENTED 300,000 X PREMISES(Ea occurrence) $ MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE UMITAPPUESPER: GENERAL AGGREGATE $ 2,000,000 X POLICY ja LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: WA STOP GAP $ 1,000,000 BCOMBINED SINGLE LIMIT 1,000,000 AUTOMOBILE LIABILITY (Ea accident) $ X ANY AUTO _ BA9B874927 07/25/2017 07/25/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOSI�pWN p BODILY� INJURYp (Per accident) $ AUTOS ONLY _ AUTOS ONLY i (Perr ec dent)AMAGE $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANNFICER/MIMBER EXCLUDED?ECUTIVE N/A E.L EACH ACCIDENT $ (Mandatory m NFFII) EL DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) City of Spokane Valley is named as an additional insured with respects to the work performed for the City of Spokane Valley. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Spokane Valley ACCORDANCE WITH TTHE POLICY PROVISIONS.NOTICE WILL BE DELIVERED IN 11707 E Sprague Suite 106 Spokane,WA 99206 AUTHORIZED REPRESENTATIVE aetiorcio4 I/ 4 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD /7o5 LUKI&AN-01 DELLISI ACORU" CERTIFICATE OF LIABILITY INSURANCE DATE " 6/29//201201 �"7 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 CONTACT Desseray Ellis NAME: Hub International Northwest LLC PHONEFax PO Box 3144 (A/c,No,Ext):(509)462-7867 (A/C,No): Spokane,WA 99220 E-MAIL desseray.ellis@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC S INSURER A:Travelers Property Casualty Company of America ,25674 INSURED INSURER :The Travelers Indemnity Company 25658 Lukins&Annis,RS INSURER C: Clint Marvel 717 W Sprague Ave#1600 INSURER D: Spokane,WA 99201 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 TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD ,IMM/DD/YYYY1 IMM/DD/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR 6809B87480A 07/25/2017 07/25/2018 DAMAGETORENTED 300,000 X PREMISES(Ea occurrence) $ 5,000 MED EXP(Any one person) $ PERSONAL&ADV INJURY 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY fRa LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER; WA STOP GAP $ 1,000,000 B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 (Ea accident) X ANY AUTO _ BA9B874927 07/25/2017 07/25/2018 BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY _AUTOS BODILY INJURY(Per accident),$ AUTOS ONLY _ AUTOS ONLY (Pere PROPERTY $ UMBRELLA UAB _ OCCUR EACH OCCURRENCE $ EXCESS UAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS'UABIUTY YIN STATUTE ERH �ICROP IETOR FARTNERE ECUTNE NIA E.L EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) City of Spokane Valley Is named as an additional Insured with respects to the work performed for the City of Spokane Valley. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Cityof Spokane ValleyTHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p ACCORDANCE WITH THE POLICY PROVISIONS. 11707 E Sprague Suite 106 Spokane,WA 99206 AUTHORIZED REPRESENTATIVE ...ev;4144 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD