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20-126.01 Ogden Murphy Wallace: Cable Franchise Legal Consulting CONTRACT AMENDMENT TO THE AGREEMENT BETWEEN THE CITY OF SPOKANE VALLEY AND OGDEN MURPHY WALLACE, PLLC Spokane Valley Contract#20-126.01 For good and valuable consideration,the legal sufficiency of which is hereby acknowledged, City and the Consultant mutually agree as follows: 1.Purpose:This Amendment is for the Contract for legal services relating to amending chapter 3.65 SVMC, Cable Code, by and between the Parties, executed by the Parties on June 29, 2020, and which terminates on December 31, 2021. Said contract is referred to as the "Original Contract" and its terms are hereby incorporated by reference. 2.Original Contract Provisions: The Parties agree to continue to abide by those terms and conditions of the Original Contract and any amendments thereto which are not specifically modified by this Amendment. 3.Amendment Provisions: This Amendment is subject to the following amended provisions,which are as follows. All such amended provisions are hereby incorporated by reference herein and shall control over any conflicting provisions of the Original Contract,including any previous amendments thereto. (1) The Scope of Services is being amended as Attachment A to this Amendment to include a broader description of services which may be provided to make it more general in terms of the legal services to be provided(2)the fee schedule is being amended as Attachment B to this Amendment to reflect the fees of other legal staff who may perform work under this Agreement; and (3) to add federal compliance requirements as Attachment C to this Amendment. 4. Compensation Amendment History: This is Amendment # 1 of the Original Contract. The history of amendments to the compensation on the Original Contract and all amendments is as follows: Date Compensation Original Contract Amount June 29, 2020 $ 5,000.00 Amendment#1 October 27,2020 $ NA Total Amended Compensation $ 5,000.00 The parties have executed this Amendment to the Original Contract this Ad/ — day of October,2020. CI Y OF SPO NE VALLEY: CON TANT/ N RACTOR: Mark Calhoun By: Daniel Kenny *1°417 City Manager Its: Member.Ogden Murphy Wallace,PLLC APP OVED A' ! ORM: Office •Q e City •tto. -y 1 Attachment A—Amended Scope of Services Ogden Murphy Wallace, PLLC shall provide legal advice to the City on an as-needed basis on various legal issues as requested in writing by the City, which shall be in areas of practice provided by the firm. Attachment B—Revised Fee Schedule The City shall be billed for services on an hourly basis. Attorney Daniel Kenny will be billed at $365.00 per hour. Other member attorneys in the firm bill at rates ranging from $320.00 per hour to $385.00 per hour, with associate attorneys billing ranges from$205.00 to $255.00 per hour, and paralegals' rates ranging from $195.00 to $225.00 per hour. Expenses shall be itemized separately and included with monthly bills for services. Attachment C—Federal Compliance Assurance of Compliance with Applicable Federal Law. During the performance of this agreement,the law firm, for itself, its assignees,and successors in interest agrees as follows: A. Compliance with Regulations: The law firm shall comply with the federal laws set forth in Section G(Acts and Regulations)relative to non-discrimination in federally-assisted programs of the U.S. Department of Transportation, Washington State Department of Transportation (WSDOT),as they may be amended from time-to-time,which are herein incorporated by reference and made a part of this agreement. B. Non-discrimination: The law firm, with regard to the work performed by it during this agreement, shall not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment.The law firm shall not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity,project,or program set forth in Appendix B of 49 CFR Part 21. C.Solicitations for Subcontracts,Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the law firm for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier shall be notified by the law firm of the law firm's obligations under this agreement and the Acts and the Regulations relative to non-discrimination on the grounds of race,color, or national origin. D. Information and Reports: The law firm shall provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the City or the WSDOT to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of law firm is in the exclusive possession of another who fails or refuses to furnish the information, the law firm shall so certify to the City or the WSDOT,as appropriate, and shall set forth what efforts it has made to obtain the information. E. Sanctions for Noncompliance: In the event of a law firm's noncompliance with the non-discrimination provisions of this agreement,the City will impose such contract sanctions as it or the WSDOT may determine to be appropriate, including,but not limited to: 1. withholding payments to the law firm under the agreement until the law firm complies; and/or 2. cancelling,terminating, or suspending the agreement, in whole or in part. F.Incorporation of Provisions:The law firm shall include the provisions of paragraphs A through F of this Section in every subcontract,including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The law firm shall take action with respect to any subcontract or procurement as the City or the WSDOT may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, that if the law firm becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction, the law firm may request that the City enter into any litigation to protect the interests of the City. In addition,the law firm may request the United States to enter into the litigation to protect the interests of the United States. G. Pertinent Non-Discrimination Authorities: During the performance of this agreement, the law firm agrees to comply with the following non-discrimination statutes and authorities;including but not limited to: Title VI of the Civil Rights Act of 1964(42 U.S.C. §2000d et seq.,78 stat.252),(prohibits discrimination on the basis of race,color,national origin);and 49 CFR Part 21; The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects); Federal-Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); Airport and Airway Improvement Act of 1982, (49 USC §471, Section 47123), as amended,(prohibits discrimination based on race,creed,color,national origin,or sex); The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964,The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms"programs or activities"to include all of the programs or activities of the Federal- aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not); Titles II and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems,places of public accommodation,and certain testing entities(42 U.S.C. §§12131- 12189)as implemented by Department of Transportation regulations at 49 C.F.R.parts 37 and 38; The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race,color,national origin,and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations, which ensures Non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency(LEP). To ensure compliance with Title VI,you must take reasonable steps to ensure that LEP persons have meaningful access to your programs(70 Fed.Reg. at 74087 to 74100); and Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities(20 U.S.C.§1681 et seq.). TE /YYTY A� CERTIFICATE OF LIABILITY INSURANCE DA06/2ZM2020 ' THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME__ Parker,Smith&Feek.Inc PHONE 253-359-9700 i FAX 1707 Dock Street (A/CJ4Q.EatL l(�.No): E-MAIL Tacoma,WA 98402 ADDRESS: INSURER(S)AFFORDING COVERAGE _ NAIL I INSURER A: National Fire Ins.Hartford INSURED INSURER B: Continental Casualty Company Ogden Murphy Wallace P.L.L.C. 901 5th Avenue Suite 3500 INSURER C: First Specialty Insurance Corp. Seattle,WA 98164 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRT TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSR WVD POLICY NUMBER (MMIDDIYYYY) (MM/DD/YYYY► A GENERAL LIABILITY B6021110700 06/01/2020 06/01/2021 EACH OCCURRENCE S 2,000,000 DAMAGE TO X COMMERCIAL GENERAL LIABILITY X X PREMISES(aENTED occurrence) $ 300,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 10,000 K Host Liquor PERSONAL 8 ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEM..AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S 4,000,000 POLICY JE T [ LOC S A AUTOMOBILE UABIUTY B6021110700 06/01/2020 06/01/2021 COMBINED SINGLE LIMIT S 1,000,000 ) ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE X HIRED AUTOS X AUTOS (Per accident) S B UMBRELLA UAB X OCCUR B6020078431 06/01/2020 06/01/2021 EACH OCCURRENCE $ 1,000,000 X EXCESS UAB CLAIMS-MADE AGGREGATE $ 1,000.000 DED 1 X RETENTIONS 10,000 S A WORKERS COMPENSATION B6021110700 TQRY LIMB$ X 0 R AND EMPLOYERS'LIABILITY Y/N ••WA StopGapO6/01/2020 O6/01/2021 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE S 1,000,000 If yes,descnbe under 2 QOQ QQQ DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY OMIT S C Professional Liability FINA337011863001 Limit:$1,000,000 Each Claim Retention. Lawyers Professional Liability 06/01/2020 06/01/2021 $50,000 Each Claim DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,it more space is required) City of Spokane Valley is an additional insured and coverage is primary and non-contributory on the general liability policy per the attached endorsements/forms. Waiver of subrogation applies on the general liability policy per the attached endorsements/forms. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Spokane Valley 10210 East Sprague Avenue AUTHORIZED REPRESENTATIVE Spokane Valley,WA 99206 ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD 3 of 24 (CAM00)