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24-044.00ThaxtonParkinsonFloraCrossCountryComplex
Contract No. 24-044 AGREEMENT FOR PROFESSIONAL SERVICES Thaxton Parkinson PLLC THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington,hereinafter"City"and Thaxton Parkinson PLLC,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, 2025, unless the time for performance is extended in writing by the Parties. 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 1 of 8 Contract No. 24-044 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$13,000.00 as full compensation for everything done under this Agreement, as set forth in Exhibit A. 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: Marci Patterson, City Clerk Name: Robynne Thaxton Phone: (509) 720-5000 Phone: (202) 909-5290 Address: 10210 East Sprague Avenue Address: 14429 NE 173`d. St. Spokane Valley,WA 99206 Woodinville,WA 98072 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 states 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 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 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 2 of 8 Contract No. 24-044 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. Consultant retains the ownership and property interest, including but not limited to any intellectual property rights, copyrights, and/or patents, to the documents provided to the City pursuant to this Agreement. Upon the City's payment in full for all Work performed under this Agreement, Consultant shall grant the City a limited license to use the documents in connection with the City's work on the project referenced in Exhibit A, conditioned on the City's express understanding that such use without the involvement of Consultant is at the City's sole risk and without liability or legal exposure to Consultant. Consultant acknowledges that documents created by Consultant for use by the City may be public records subject to disclosure under RCW 42.56 et seq. If the City receives a public records request to which such records are responsive, the City shall promptly notify Consultant and give them at least twenty- one (21) calendar days to obtain a court order enjoining production of those records Consultant regards to be copyright protected. If Consultant does not obtain such a court order within the prescribed timeframe, or a court denies Consultant's request, then Consultant agrees City may produce said records in response to the request, and such production will not constitute breach of this Agreement or the limited license described above. 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 final payment is made hereunder. 11. Insurance. Consultant shall procure and maintain for the duration of the Agreement,insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors. A. Minimum Scope of Insurance. Consultant's required insurance shall be of the types and coverages as stated below: 1. Automobile liability insurance covering all owned, non-owned, hired, and leased vehicles. Coverage shall be at least as broad as Insurance Services Office(ISO) form CA 00 01. 2. Commercial general liability insurance shall be at least as broad as ISO occurrence form 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 3 of 8 Contract No. 24-044 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$1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $2,000,000 each occurrence, and$2,000,000 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 Consultant's policies are to contain,or be endorsed to contain, the following provisions for automobile 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 self-insured pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2.Consultant shall provide City and all additional insured for this work with written notice of any policy cancellation within two business days of their receipt of such notice. 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. 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 4 of 8 Contract No. 24-044 E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Agreement before commencement of the work. 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. However, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51, RCW, solely for the purpose of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 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. 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. 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 5 of 8 Contract No. 24-044 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. Assurance of Compliance with Applicable Federal Law. During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest agrees as follows: A. Compliance with Regulations. Consultant shall comply with the federal laws set forth in subsection G, below ("Pertinent Non-Discrimination Authorities") relative to non-discrimination in federally-assisted programs as adopted or amended from time-to-time, which are herein incorporated by reference and made a part of this Agreement. B. Non-discrimination. Consultant,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. Consultant 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 Consultant 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 Consultant of Consultants'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. Consultant 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 Consultant is in the exclusive possession of another who fails or refuses to furnish the information, Consultant 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 Consultant'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: 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 6 of 8 Contract No. 24-044 1. Withholding payments to Consultant under the Agreement until Consultant complies; and/or 2. Cancelling,terminating,or suspending the Agreement,in whole or in part. F. Incorporation of Provisions. Consultant shall include the provisions of paragraphs of these Contract Clauses in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, regulations and directives issued pursuant thereto. Consultant 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 Consultant becomes involved in, or is threatened with litigation by a subcontractor or supplier because of such direction,Consultant may request that the City enter into any litigation to protect the interests of the City. In addition,Consultant 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 Consultant 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;and 49 Part 26; 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 U.S.C. §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- 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 7 of 8 Contract No. 24-044 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.). 23. Severability. If any section, sentence,clause,or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence,clause, or phrase of this Agreement. 24. Exhibits. Exhibits attached and incorporated into this Agreement are: A. Scope of Services and Fee proposal B. Insurance Certificates In the event a term(s)of either of the above-referenced exhibits conflicts with the terms of this Agreement, the terms of this Agreement shall control. The Parties have executed this Agreement this Z3'24°day of '`' ,2024. CITY OF SPOKANE VALLEY Consultant: Thaxton Parkinson PLLC J Hohman, City Manager By: Robynne Thaxton Its: Authorized Representative APPRO ED AS TO FORM: Office o e City orney 0361 FloraCrossCountry-ThaxtonParkinsonAgrmt Page 8 of 8 EXHIBIT A THAXTON I PARKINSONa January 9, 2024 Via Email gritter@spokanevalley.org Glenn Ritter City of Spokane Valley 10210 E. Sprague Ave Spokane Valley,WA 99206 RE: Scope of Services and Budget for Flora Cross Country Progressive Design-Build Project Engagement Letter Dear Glenn, This letter contains an estimated budget with the proposed scope of work to assist the City of Spokane Valley with their progressive design-build project. Since I don't know how the City wants to proceed regarding the number of meetings or review of the documents,the following is an estimate only based on how long it has taken me to work on other projects and should not be considered a maximum number of hours. In addition, I can't guarantee the exact number of hours for each task. You have indicated that the scope of my services for this project will be reduced. On projects where my services are limited to legal rather than consulting services, my hourly rate is$400. I have hired a proofreader to provide value to my clients,so that my time is spent on proofreading. If I use the proofreader's services,the hourly rate is$40 per hour. Some tasks will take longer than estimated, and some will take less time. If I believe that I will exceed the total budget, I will let the City know beforehand, and I will not bill in excess of the budget without informing the City and obtaining authorization. Please let me know if you have questions or want to make changes to the suggested scope. Of course,the scope is not guaranteed, and you can always just hire the firm for those portions of the scope that you feel are appropriate,with one major exception. My work cannot be limited to only appearing before the Project Review Committee. If there is a representation to the PRC that I am working on the project,then I expect to have a substantive role on the project, and I charge a minimum of$3,000.00 per project regardless of the amount of work performed. The amount is a retainer that will be invoiced once the design-builder is selected if the amount of the work as of that date is not in excess of 3,000.00. That amount will then be credited to the County for future work on that project. Please note that the contracts I provide to the City are copyrighted. The Design-Build Institute of America holds the copyright on the base contract, and Thaxton Parkinson holds the copyright on the modifications I make to the contract, including Exhibit C. 14429 NE 173rd St. , Woodinville, Washington 98072 + 206.909.5290 robynne@thaxtonpark.com ♦ www.thaxtonpark.com City of Spokane Valley January 9, 2024 Page 2 Description of Task Est. Hours Est. Cost Prepare for and attend kick off telconf. 2 800 Review Project Review Committee Application and conference 1 400 with client re: same Prepare for and attend PRC meeting 1 400 Review RFQ(drafted by others); 1 telconf re: same 2 800 Review RFP (drafted by others); 1 telconf re: same 2 800 Draft contract and general conditions; 2 telconf re: same 6 4400 Review selection summaries for RFQ and RFP and meetings 3 1200 regarding the evaluation Negotiate Contract with Design-Builder; meetings with client re: 10 4000 same;ongoing support; contingency Estimate for proofreader 5 200 Total 32 $13,000.00 I look forward to working with the City on this project. Please let me know if you have any questions. Regards, Thaxton Parkinson, PLLC Robynne Thaxton City of Spokane Valley January 9, 2024 Page 3 Terms of Engagement with Thaxton Parkinson PLLC The following are the terms of engagement between Thaxton Parkinson PLLC(the "Firm") and City of Spokane Valley(the "Client"): 1. Scope of Engagement. The scope of services is to be determined but is likely to include legal advice, consultation,and training with the Client regarding the design-build delivery method, drafting the Request for Qualifications,the Request for Proposals, and the Contract Documents, and other tasks as requested by the Client. The Client will provide the Firm with such factual information and documents as required to perform the described services, will make decisions and determinations as are necessary or appropriate to facilitate the Firm rendering such services,will be available to assist in the progress of the representation, and will remit payment of invoices in accordance with the terms set forth below. The Client may,from time to time, wish the Firm to perform additional or other services not included within the scope of services described in this paragraph. If the Client requests additional services,the Firm will need to determine that there are no conflicts presented by that additional representation and may need to enter into a separate engagement letter with the Client. If the Firm undertakes representation of the Client for additional or other services and do not ask the Client to enter into a new engagement letter, then this agreement will apply to those services. 2. Progress and Reporting. The Firm will report regularly on the status of matters and on significant developments as they occur. It is also the Firm's practice to provide copies to clients of all significant documents, and to inform clients of all significant communications in the matter. The Firm asks that you remain in close contact with the Firm and that the Client be available to consult as developments occur and to instruct and give the Firm authority as necessary. If the Client has any questions or concerns about the matter, the Firm asks that the Client raise them immediately so that they can be addressed and resolved promptly and effectively. The Firm's communications to the Client should remain confidential;therefore,the Firm asks that you keep them in a separate file and disclose them within your office on a need to know basis only. The Firm communicates from time to time with clients using facsimile machines, cellular telephones, text messaging and email. As you are no doubt aware,these forms of communication are not completely secure against unauthorized access. Although the Firm makes every effort to maintain the confidentiality of our communications to the Client,these forms of communication do not ensure the confidentiality of their contents and there is,therefore,some risk of disclosure and loss of attorney- client privilege in using these forms of communication. If the Client objects to the use of any one or more of these forms of communication, please let me know immediately and the Firm will attempt to honor that request. Although it is a good practice to keep the communications confidential because of the nature of competitive procurement,the Client should be aware that whether the communications are protected in court as confidential is a matter of Oregon law,and the Client should consult with its attorney regarding the nature of the confidentiality of the communications. It is possible that such communications will ultimately be discoverable in a public records request. City of Spokane Valley January 9, 2024 Page 4 3. Staffing. I will be the person responsible for this matter. Where it is to your advantage to do so,the Firm may utilize the services of lawyers, analysts, and consultants outside the Firm. For example,the Firm may utilize a proofreader for various documents. The Firm will make work assignments in a way that maximizes legal effectiveness and time efficiency and minimizes your legal expenses. The Firm's goal is to provide to you cost effective, high quality legal services. No person will be hired to perform work for the Client without the Client's written consent. 4. Basis for Fees and Costs. At present the Firm's hourly rate is$400. The current hourly rate for a proofreader is$40. The Firm will obtain approval from the Client before hiring any other outside personnel and will obtain prior approval of their hourly rates. If the parties establish a not to exceed amount for services,the Firm agrees not to charge more than the established not to exceed amount for this matter without the Client's prior written permission. Any not to exceed amount will be based on an estimate and the activities described in the estimate. Notwithstanding any not to exceed amount established under this engagement or the costs set forth in an estimate,the Client understands that any not to exceed amount is an estimate only, and the individual line items are not guaranteed. Because of the nature of the services, it is extremely difficult to determine exact costs. Therefore, any not to exceed amount established pursuant to this engagement letter will not guarantee that all services set forth in the estimate or requested by the Client can be performed within this amount; however,the Firm will inform the Client of any situation that might cause the costs to increase, and the Firm will inform the Client when the costs actually do increase. At that point,the Firm will endeavor to provide a new estimate of costs and work with the Client on the scope of the work. 5. Billing Procedures. The Firm reviews its billing rates and fixed fees from time to time, generally as of January 15t of each year. Any rate adjustments will be reflected in the invoice. Although the Firm reviews the billing rates, if the Firm is performing a scope of work for which they have provided an estimate,the Firm will not increase the hourly rate contained in that estimate for the duration of that scope of work. It is the Firm's policy to serve clients with the most effective support system available, while at the same time allocating costs of such systems to the clients who use them. Therefore, in addition to fees for legal services,the Firm also charges for courier and other communication costs, extensive photocopy duplication, and other out-of-pocket costs incurred on your behalf. Statements will be rendered to the Client on a monthly basis. However, in the Firm's discretion or upon the Client's request,the Firm will prepare periodic informational statements setting forth the approximate level of fees incurred to date in substantial transactions, subject to adjustment as appropriate at the conclusion of the transaction. The Firm tries to include disbursements in the statement for the month in which the disbursements are incurred. However, some of the disbursements, such as courier charges and charges for additional personnel, are not available until the following months, in which case a supplemental statement will be rendered to the Client for these additional charges. Statements are due and payable on receipt, but in any event no later than thirty(30) days after they are rendered to the Client. City of Spokane Valley January 9, 2024 Page 5 6. Record Retention. At the conclusion of the representation,the Firm will return to the Client any related valuable property entrusted to the Firm,the Firm will dispose of any and all superfluous documents consistent with maintaining the confidentiality of the contents of those documents, and the Firm will store the entire balance of the file, at the Firm's expense,for at least six(6)years. After the six(6)year retention period, unless the Client makes other arrangements and picks up the file,the file will be disposed of in the regular course of business, at the Firm's expense, consistent with maintaining the confidentiality of its contents. I_XHI13I l 13 AC� DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 02/28/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must 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 NAME: Liberty Mutual Insurance ( / .PHONE Extl: 800-962-7132 FAX No): 800 845 3666 PO Box 188065 AIL ADDRESS: BusinessService@LibertyMutual.com INSURER(S)AFFORDING COVERAGE NAIC# Fairfield OH 45018 INSURER A: Ohio Security Insurance Company 24082 INSURED INSURER B: Thaxton Parkinson Pilo INSURER C: 14429 Ne 173rd St INSURER D: INSURER E: Woodinville WA 98072 INSURER F: COVERAGES CERTIFICATE NUMBER: 0092727665 REVISION NUMBER:2016-03 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 EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ 2,000,000 X Businessowners MED EXP(Any one person) $ 15,000 A X BZS55442463 03/01/2023 03/01/2024 PERSONAL&ADVINJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY X PRO X LOC PRODUCTS-COMP/OPAGG $ 4,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 2,000,000 (Ea accident) ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BZS55442463 03/01/2023 03/01/2024 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X AUTOS ONLY X AUUTOOS ONLY (Per acdenDAMAGE UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 A OFFICER/MEMBER EXCLUDED? N/A BZS55442463 - Stop Gap 03/01/2023 03/01/2024 2,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 2,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) The City of Spokane Valley is an Additional Insured if required by written contract or written agreement,subject to Businessowners'Liability Extension,Blanket Additional Insured Provision. Property damage liability deductible is$250 per occurrence. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 JNG.�— Curtis Luken ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD THAXPAR-01 ABROWNE ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) `-� 5/3/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must 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 NAME: Hub International Northwest LLC PHONE PO Box 3018 (A/C,No,Ext):(425)489-4500 (A/C,No):(425)485-8489 Bothell,WA 98041 AD REss:now.info@hubinternational.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Travelers Casualty&Surety Company of America 31194 INSURED INSURER B: Thaxton Parkinson PLLC& INSURER C Progressive Design-Build Consulting LLC 14429 NE 173rd St. INSURER D: Woodinville,WA 98072 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 SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTRINSD WVD, (MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY PRO- CT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILECOMBINED SINGLE LIMIT LIABILITY (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY NON-OWNED ONLYY PROPERTY accident DAMAGE UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Errors&Omissions 105931162 5/14/2023 5/14/2024 Per Claim 1,000,000 A Errors&Omissions 105931162 5/14/2023 5/14/2024 Aggregate 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE atotwo ACORD 25(2016/03) 101988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD