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17-028.00 Van Ness Feldman: On-Call Planning Services [1 -028 AGREEMENT FOR PROFESSIONAL SERVICES Van Ness Feldman 2017 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 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. Agreement for Professional Services(with professional liability coverage) Page 1 of 7 Either Party may terminate this Agreement for material breach after providing the other Party with at least 10 days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for any reason by 10 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, $.535 per mile); airfare and other travel expenses such as hotel accommodations at cost; postage, document delivery charges and conference call charges at cost; copying charges at$.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 (After September 1,2017: Seattle,WA 98104 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 Agreement for Professional Services(with professional liability coverage) Page 2 of 7 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 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. Agreement for Professional Services(with professional liability coverage) Page 3 of 7 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 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.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of not less than A:VII. Agreement for Professional Services(with professional liability coverage) Page 4 of 7 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 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,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. Agreement for Professional Services(with professional liability coverage) Page 5 of 7 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. 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. 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 prior written consent 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 final 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. 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. Agreement for Professional Services(with professional liability coverage) Page 6 of 7 23. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services B. Fee Schedule C. Insurance Certificates D. Review of Conflicts of Interest --�-� �^ The Parties have executed this Agreement thisaay of r e to rka ,2O CITY F SPOKANE Consultant: ,AveP921{AA."--- ! Mark Calhoun, City Manager By: Its: Authorized Representative AT S ' a.,. ...--i k`A.- /- Christine Bainbridge, City Clerk: / APPROVED AS 0 FORM: C4-6h /0WOffice oe Ci , e h' Y Agreement for Professional Services(with professional liability coverage) 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. EXHIBIT B: FEE SCHEDULE The consulting services required will be billed on an hourly basis. Hourly Rates: ATTORNEY Jay Derr $400 Tadas Kisielius $300 Senior Associate $250 Junior Associate $225 PLANNING Senior Planner $200 Planner $185 SUPPORT Planning Asst./Paralegal $100 Graphics $60 Client#:40157 VANNES ACORDrw, CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY)10/18/2016 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:If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Darlene Hall CBIZ Insurance Services PHONE 443-259-3263 FAX (A/C,No,Ext): (NC,No): 9755 Patuxent Woods Drive E-MAIL dahall@cblz.com ADDRESS: Suite 200 INSURER(S)AFFORDING COVERAGE NAIC# Columbia,MD 21046 INSURER A:Travelers Indemnity Co.of Amer 25666 INSURED INSURER B:Travelers Prop.Cas.Co.of Ame 25674 Van Ness Feldman,LLP INSURER C Standard Fire Insurance Co. 19070 1050 Thomas Jefferson Street,NW INSURER D:Travelers Indemnity Co.of CT 25682 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. LTR TYPE OF INSURANCE NSR WVD POLICY NUMBER (MM/DDY/YYYY) (MMIDDY/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 6303G68224A 10/01/2016 10/01/2017 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $700,000 MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ECT X LOC PRODUCTS-COMP/OP AGG s2,000,000 OTHER: COMBINED SINGLE LIMIT D AUTOMOBILE LIABILITY BA3G74042A 10/01/2016 10/01/2017 (Ea accident) J1,000,000 ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS NON-OWNED (Per accident) $ B X UMBRELLA LIAB 'X OCCUR CUP3G74042A 10/01/2016 10/01/2017 EACH OCCURRENCE $15,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $15,000,000 DED X RETENTION$NOne $ C WORKERS COMPENSATION UB3G750497 10/01/2016 10/01/2017 X STATUTE FROTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N E.L.EACH ACCIDENT $500,000 OFFICER/MEMBER EXCLUDED? I N I 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(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 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. 1 ©1988-2014 ACORD CORPORATION.All rights reserved. ACORD 25(2014/01) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1416975/M1397810 SD1 ACORD CERTIFICATE OF LIABILITY INSURANCE DATE` ' 2/3/2017 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 ADOITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,ceRain 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 dNEACT Susan Miller Rossmann-Hurt-Hoffman PHONE �0 (410)465-4300 FAX No):(420)465-7455 3290 North Ridge Road "ALBS:smiller@rhhinsurance.com Suite #300 INSURERS)AFFORDING COVERAGE MAIC e Ellicott City MD 21043 INSURER A:Continental Casualty CONIP*Mv INSURED INSURER B: Van Ness Feldman, LLB INSURER C: 1050 Thomas Jefferson St., NW INSURERO: Suite 700 INSURERE: Washington DC 20007-3877 INSURERP: COVERAGES CERTIFICATE NUMBER:CL172335749 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE USTED 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 AU.THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCEDEBY PAID CLAIMS. UBR- LLTTRR TYPE OP INSURANCE IHDMD yyUD MEM NUMBER DMfYYI =NMIDDWYYYY UMC COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS•MAOE 0 OCCUR PREMISES(Es ocas RENTED $ MED EXP(My one person) S PERSONAL a ADV INJURY $ GEM.AGGREGATE UMIT APPLIES PER: GENERAL AGGREGATE $ RPOLICY❑Telt LOC PRODUCTS-COMP/OPAGO OTHER: AUTOMOBILE uABIUTY (E4 dEerD SINGLE LaeS ANY AUTO BODILY INJURY(Per person) S — AUTOS�� SCHEDULEDt) BODILY INJURY(Per saddenS NON-OWNED PROPERTY DAMAGE S HIRED AUTOS AUTOS (Per 211tr l s UMBRELLA UAB OCCUR EACH OCCURRENCE S EXCESS*JAB CLAIMS•MADE AGGREGATE S DEO I RETENTION Ss WORXERS COMPENSATION PME I r ERk. AND EMPLOYERS'UABIUTY ANY PROPRIETORIPARTNERlEXECUTIVE Y�NTA EL.EACH ACCIDENT S OFFICERIMEMBER EXCLUDED? (Mandatory In NH) EL DISEASE-EA EMPLOYEE S pyea,deualbe under „DESCRIPTION OF OPERATIONS below EL DISEASE•POLICY UNIT S A Lawyers Professional 132885921 1/25/2017 1/25/2018 Eec.CIibn $10,000,000 Liability Insurance Aggrsgile: $20,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Addlaonsl Remits Schedule,maybe attached it more spice Is required) Deductible: 8150,000 • 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 POLICY PROVISIONS. 11707 E. Sprague Avenue Suite 106 AUTHORIZED REPRESENTATIVE [; Spokane Valley, WA 99206 �V ®1988.2014 CORD CORPORATION. All rights reserved. ACORD 26(2014101) The ACORD name and logo are registered marks of ACORD INS026(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. Consultant represents Avista in the defense of claims made by a number of Northwest parties concerning power sales made from approximately 2000 to 2001. Additionally, Consultant 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 C unrelated to Consultant's work for Spokane Valley and would not materially limit Consultant's responsibilities to Spokane Valley. 2. Central Premix Consultant has represented 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. With that limitation, Consultant's work for Central Premix outside of the City is unrelated to Consultant's work for Spokane Valley and would not materially limit Consultant's responsibilities to Spokane Valley. By signature to the contract, City consents to Consultant's representation of Central Premix on matters related to its interests outside of the City of Spokane Valley. 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 has previously disclosed Consultant's representation of Tesoro/Savage and REG and previously obtained City's consent for Consultant's 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. As described in a prior written consent, Consultant has and will not during the term of this contract represent the City on any issues related to these two Projects, 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 pursuant to this contract 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 Exhibit C 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. 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