FIN 2017-03-07 COMPLETE AGENDA PACKET

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This Agreement is entered into by and between the City of Tukwila, Washington, a non-charter optional municipal code city hereinafter referred to as "the City," and Pacifica Law Group LLP , hereinafter referred to as "the Contractor," whose principal office is located at 1191 Second Avenue, Suite 2000, Seattle, WA 98101. Stacey Lewis (bond partner), Alison Benge (bond partner, specializing in Federal tax law), and Deanna Gregory will be the main contacts for City bond matters. Deanna Gregory will have primary oversight for Pacifica Law Group's representation of the City, but will assign other firm lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to meet the time constraints of the matter. Ms. Gregory can be reached at her office at 206.245.1716 or any of the attorneys or other staff at Pacifica Law Group can be reached at 206.245.1700. Unless otherwise agreed in writing, the terms of this Agreement will also apply to any additional matters that the Contractor undertakes at the City's request. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. The parties hereto acknowledge that in rendering such services to the City, the Contractor is regulated by ethical rules, including rules regarding conflicts of interest, as set forth in Exhibit B attached hereto and incorporated herein by this reference. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit C attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $138,000. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing April 1, 2017 , and ending December 31 , 2020 , unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State CA Revised 1-2013 Page 2 of 8