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24-172.00EvansCravenLackieLegalServices Contract No. 24-172 AGREEMENT FOR PROFESSIONAL SERVICES Evans,Craven&Lackie,P.S. THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of Washington, hereinafter "City" and Evans, Craven & Lacie P.S.., 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 serve as an independent attorney investigator in the matter pending before the City's contracted hearing examiner under case number APP-2024-0001. Hereinafter referred to as "Scope of Services," Consultant's duties shall be limited to performing all work reasonably necessary to present and defend the independent investigation findings that were issued by independent attorney investigator Rebecca Dean and are the subject of APP-2024-0001. Consultant shall perform the Scope of Services work in conjunction with Rebecca Dean. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. B. Representations. The City is entering into this Agreement to secure the services of Consultant employee James B. King. By executing this Agreement, Consultant agrees that Mr. King will be the attorney participating at all proceedings related to APP-2024-0001. Other attorneys and non- attorney support staff employed by Consultant may assist Mr. King in performing the Scope of Services, but Consultant agrees that Mr. King will participate in all proceedings unless the City agrees otherwise,which agreement will not be unreasonably withheld. 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, or December Agreement for Professional Services(with professional liability coverage) Page 1 of 6 Contract No. 24-172 31,2025,whichever shall occur first. 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 the following hourly rates as full compensation for everything done under this Agreement: • Attorney James B. King- $295/hour • Associate Attorneys- $255/hour • Paralegals- $125/hour City also agrees to reimburse Consultant for costs paid by Consultant which are incurred in the course of representation, which shall be itemized on any request for reimbursement from Consultant to the City. 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. 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: Evans, Craven&Lackie, P.S. Attn: James B. King Phone: (509) 720-5000 Phone: (509)455-5200 Address: 10210 East Sprague Avenue Address: 818 W. Riverside Avenue, Ste 25 Spokane Valley,WA 99206 Spokane,WA 99201 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; Agreement for Professional Services(with professional liability coverage) Page 2 of 6 Contract No.24-172 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 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 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 Agreement for Professional Services(with professional liability coverage) Page 3 of 6 Contract No.24-172 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 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 $1,000,000 each occurrence,and$2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $2,000,000 per claim and$2,000,000 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 for Professional Services(with professional liability coverage) Page 4 of 6 Contract No.24-172 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. 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. Agreement for Professional Services(with professional liability coverage) Page 5 of 6 Contract No.24-172 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)' decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified, or altered except in writing signed by the Parties hereto. 20.Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted,or granted a present or future gift,favor, service,or other thing of value from any person with an interest in this Agreement. 21. 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. The Parties have executed this Agreement this day of October,2024. CITY OF SPOKANE VALLEY ,CRAVEN&LACKIE,P.S. hn Hohman, City Manager y: mes B. King : Authorized Representati AP VED AST FORM: Offic f the City Att ey Agreement for Professional Services(with professional liability coverage) Page 6 of 6 A DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/10/2024 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 800-962-7132 FAX No): 800-845-3666a/ o.Extl: PO Box 188065 E-MAIL BusinessService@LibertyMutual.com Mutual.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# Fairfield OH 45018 INSURER A: Ohio Security Insurance Company 24082 INSURED INSURER B: Evans,Craven&Lackie Ps INSURER C: 818 W Riverside Ave Ste 250 INSURER D: INSURER E: Spokane WA 99201 INSURERF: COVERAGES CERTIFICATE NUMBER: 0356672218 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 /Y LIMITS LTR INSD VD, POLICY NUMBER (MM/DD/YYYY) (MM/DDYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED CLAIMS-MADE X OCCUR PREMISESO(Ea occurrence) $ 1,000,000 X Businessowners MED EXP(Any one person) $ 15,000 A X BZS60237410 07/01/2024 07/01/2025 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY X jE8-j X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBIaccideNEDnt)SINGLE LIMIT $ 1,000,000 (Ea ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED BZS60237410 07/01/2024 07/01/2025 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER A OF ICER MEMBER XCLU ED?ECUTIVE Y/N N/A BZS60237410 - Stop Gap 07/01/2024 07/01/2025 E.L.EACH ACCIDENT $ 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION City of Spokane Valley SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 10210 E.Sprague Ave. AUTHORIZED REPRESENTATIVE Spokane Valley WA 99206 ` Curtis Luken ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SLawyers Professional Liability Insurance Policy HOME OFFICE ADDRESS: PHONE: MAILING ADDRESS: 111 N. Higgins,Suite 600 (800)367-2577 PO Box 9169 Missoula, MT 59802 Missoula, MT 59807-9169 POLICY DECLARATIONS NOTICE:THE POLICY IS A CLAIMS MADE AND REPORTED POLICY. NO COVERAGE EXISTS UNDER THE POLICY FOR A CLAIM WHICH IS FIRST MADE AGAINST THE INSURED OR FIRST REPORTED TO THE COMPANY BEFORE OR AFTER THE POLICY PERIOD OR ANY APPLICABLE EXTENDED REPORTING PERIOD. PLEASE READ THE ENTIRE POLICY CAREFULLY. POLICY NUMBER: ALPS20554-8 Item 1—Named Insured: Evans,Craven&Lackie, P.S. Address: 818 W. Riverside Avenue,Suite 250 Spokane,WA 99201-0910 Item 2—Retroactive Coverage Date:07/17/1978 Item 3—Name of Each Insured Attorney: See Attorney Roster Item 4—Policy Period: Effective Date and Time: 07/17/2024 at 12:01 AM at the address stated in Item 1. Expiration Date and Time: 07/17/2025 at 12:01 AM at the address stated in Item 1. Item 5—Limit of Liability: $5,000,000 Each Claim* $5,000,000 Aggregate Item 6—Deductible: $ 10,000 Each Claim* Item 7—Annual Premium: $46,801 Item 8—Endorsements attached at inception of the policy form Premier(01-21): Signature Page WA Amendatory Excluded Entity Excluded Matter First Dollar Defense Prior Acts Coverage * Important Notice: All Claims that arise out of or in connection with the same Professional Services or Interrelated Wrongful Acts, whenever made and without regard to the number of Claims,claimants,or implicated Insureds,shall be treated as a single Claim. All current and previously submitted application forms delivered to the Company are made a part of the Policy.The Named Insured may obtain a copy of all application forms by submitting a written request to the Company. Countersigned by: Date: 07/03/202 4 Authorized Representative • ALPS-DEC-LPL(01-18) Page 1 of 1