Loading...
HomeMy WebLinkAboutREG 2017-03-20 Item 4C - Contract Amendment - Bond Counsel with Pacific Law Group for $138,000COUNCIL AGENDA SYNOPSIS Meelin,r Dale 11- pared by Mayor's review Council review 03/20/17 PMC ❑ Resolution Altg Daie ❑ Ordinance 1114g Date ❑ Bid2lward Ali ,g Date ❑ Public Hearin ,g A 1tg Dale ❑ Other A14g Date SPONSOR ❑("ounil -1P [:] [-]court [:]Alqj,or E]FIR [:1DC'D ZI-linance 01"ire 07:V [- Police EIPIF SPONSOR'S In October 2016, Pacifica Law Group was selected to provide bond counsel services to the SUMMARY City. An initial contract was entered into for $35,000 to cover the bond counsel services provided in connection with the December 2016 $36,500,000 bond issuance. An amendment to the contract is now proposed to increase the amount and extend the term to cover anticipated debt issuance fees through December 31, 2020. The Council is being asked to consider and approve the contract amendment in the amount of $138,000. Rf"A'11"'WPA) 13Y ❑ C.O.W. Mtg. ❑ CDN Comm Z Finance Comm. ❑ Public Safety Comm. F-1'1'rans &Infrastructure [:] Arts Comm. ❑ Parks Comm. ❑ Planning Comm. DATE: 3/7/17 COMMIT'I'E-1,1' CHAIR: SEAL RECOMMENDATIONS: SPON,SoR /Ai),wN. Finance Department COMM"I"T"', Unanimous Approval; Forward to 3/20 Regular meeting Consent agenda COST IMPACT / FUND SOURCE 11,'XITINDITURF, Rl,"(;)UIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $138,000 $funded thru bond proceeds $ Fund Source: Comments: funded through bond proceeds MTG. DATE RECORD OF COUNCIL ACTION 3/20/17 ITEM NO. 4.C. STAFFSPONS01k: PEGGY MCCARTHY ORIG INA], A(;F.N1)A DATFI: 03/20/17 ITI-I'MI"ITLE Amend the contract with Pacifica Law Group for bond counsel services. CA'I'l("oln, ❑ Dixcus.rion Altg Dale ❑ Motion Aftg Date 0.3120117 ❑ Resolution Altg Daie ❑ Ordinance 1114g Date ❑ Bid2lward Ali ,g Date ❑ Public Hearin ,g A 1tg Dale ❑ Other A14g Date SPONSOR ❑("ounil -1P [:] [-]court [:]Alqj,or E]FIR [:1DC'D ZI-linance 01"ire 07:V [- Police EIPIF SPONSOR'S In October 2016, Pacifica Law Group was selected to provide bond counsel services to the SUMMARY City. An initial contract was entered into for $35,000 to cover the bond counsel services provided in connection with the December 2016 $36,500,000 bond issuance. An amendment to the contract is now proposed to increase the amount and extend the term to cover anticipated debt issuance fees through December 31, 2020. The Council is being asked to consider and approve the contract amendment in the amount of $138,000. Rf"A'11"'WPA) 13Y ❑ C.O.W. Mtg. ❑ CDN Comm Z Finance Comm. ❑ Public Safety Comm. F-1'1'rans &Infrastructure [:] Arts Comm. ❑ Parks Comm. ❑ Planning Comm. DATE: 3/7/17 COMMIT'I'E-1,1' CHAIR: SEAL RECOMMENDATIONS: SPON,SoR /Ai),wN. Finance Department COMM"I"T"', Unanimous Approval; Forward to 3/20 Regular meeting Consent agenda COST IMPACT / FUND SOURCE 11,'XITINDITURF, Rl,"(;)UIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $138,000 $funded thru bond proceeds $ Fund Source: Comments: funded through bond proceeds MTG. DATE RECORD OF COUNCIL ACTION 3/20/17 MTG. DATE ATTACHMENTS 3/20/17 Informational Memorndurn dated 3/1/17 Proposed contract amendment Contract 2017-2022 Capital Improvement Plan pages 2 and 3 Minutes from the Finance Committee meeting of 3/7/17 City of Tukwila Allan Ekberg, Mayor TO: Finance & Safety Committee CC: Mayor Ekberg FROM: Peggy McCarthy, Finance Director DATE: March 1, 2017 SUBJECT: Approve Pacifica Law Group Contract Amendment ISSUE Approve an amendment to the contract with Pacifica Law Group for bond counsel services. BACKGROUND In October 2016, Pacifica Law Group was selected as bond counsel for the City. A $35,000 contract for bond counsel services was established to support the first voted debt bond issuance in December 2016 of $36,500,000. DISCUSSION An amendment to the bond counsel contract is proposed to increase the contract amount and extend the contract term to cover all debt issuances planned in the next 3 3/ years, through December 31, 2020. A recap of the original and proposed, amended contract terms follows: -••• Contract Terms Original Amended Start date October 13, 2016 Aril 1, 2017 date March 31, 2017 December 31, 2020 -Expiration Amount $35,000 $105,000 osea amenaea contract amUUnl Wd5 C5LIIIId ICU Ua JCU U11 IdI II1CU UVI IU IJJUQI M U0 c2c Estimated Bond Counsel Fees Bond Issue Estimated April 1, 2016 - December 31, 2020 Size Fee (a) Public Safety Plan - voted debt remaining $ 40,885,000 $ 33,000 (b) Public Safety Plan - Shops 29,493,000 31,000 ( c) Residential Streets, 42nd and 53rd 8,400,000 21,000 Other, unspecified at this time 10,000,000 21,000 $ 88,778,000 $105,000 (a) Authorized voted debt of $77,385,000 less debt issued in December 2016 of $36,500, 000 = $40,885, 000 remaining voted debt to issue. (b) assuming financing is through debt obligations and not a lease (c) see CIP pages 2 and 3. follows: RECOMMENDATION The Council is being asked to approve the contract amendment and consider this item at the March 20, 2017 Regular Meeting Consent Agenda. ATTACHMENTS Contract amendment Original contract 14 -086 2017 -2022 Capital Improvement Program, pages 2 and 3 3 El City of Tukwila N 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES Amendment #1 Between the City of Tukwila and Pacifica Law Group, LLP That portion of Contract No. 16-180 between the City of Tukwila and Pacifica Law Group, LLP. Is amended as follows: Section 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. Section 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. All other provisions of the contract shall remain in full force and effect. Dated this day of 20 CITY OF TUKWILA Allan Ekberg, Mayor ATTEST /AUTHENTICATED City Clerk CA Revised 1-2013 CONTRACTOR Printed Name: Deanna Gregory APPROVED AS TO FORM City Attorney Page I of 8 r.1 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 Ilaw), and Deanna Gregory will be the main contacts for City bond matters. Deanna Gregory will have phrnary 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 N. industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6, Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent caused by the negligent acts or omissions of the Contractor under this Agreement. 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 Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver, as respects the City only, of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes 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. 7. Insurance. The Contractor shall procure and maintain in full force throughout the duration of this Agreement professional liability insurance with a minimum coverage of $1,000,000 per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a manner and form acceptable to the City in the City's sole discretion. Cancellation of the required insurance shall automatically result in termination of this Agreement. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 10. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 13. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. CA Revised 1-2013 Page 3 of 8 VA 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this _ day of CITY OF TUKWILA Allan Ekberg, Mayor ATTEST /AUTHENTICATED: City Clerk, Christy O'Flaherty APPROVED AS TO FORM: Office of the City Attorney CA Revised 1-2013 Rl CONTRACTOR M Printed Name and Title: Deanna Gregory, Partner Address: 1191 2nd Avenue, Suite 2000 Seattle, Washington 98101 Page 4 of 8 EXHIBIT A Scope of Services to be Performed by Contractor As bond counsel, Pacifica Law Group (the "Law Firm") shall provide all necessary legal services necessary to issue bond, notes and other evidences of indebtedness, including but not limited to: • Draft and distribute election documents, if a voted bond issue • Assist in the development or review of a distribution list and proposed schedule, flagging key notice, action and document deadlines • Gather appropriate facts regarding the financing and the proposed project, generally through an in-person kick off or "scoping" meeting • Conduct federal and state law analysis • Assess financing options and work with underwriters and financial advisors to consider legal issues • Review existing covenants and assess benefit of springing covenants • Draft and distribute bond (and, if requested, disclosure) documents • Revise, discuss, and explain documents • Arrange and participate in conference calls and meetings with City staff and other members of the finance team, as necessary, to follow up on issues identified at the scoping meeting or to review document drafts • Present documents to, and answer questions from, the City Council • Complete appropriate tax due diligence analysis • Work with the finance team to finalize disclosure documents in anticipation of marketing bonds • Review the results of pricing and draft or comment on the bond purchase agreement • Prepare closing certificates, prepare and print the notes or bonds, and deliver bond opinions • Deliver hard copies or CDs of the final transcript to the finance team • Coordinate with City staff on post-issuance compliance obligations (state, federal tax, and securities law) as necessary • Work cooperatively with the City Attorney and other special legal counsel retained by the City for special projects involving the issuance of bonds, closing of bond transactions, tracking of bond proceeds and related issues CA Revised 1-2013 Page 5 of 8 M Exhibit B Conflict of Interest As lawyers, the Contractor's representatives are regulated by ethical rules, including rules governing conflicts of interest, in the jurisdictions in which they practice. Based on the C o n t r a c t o r' s review of t h e i r records, the Contractor's representation of the City on this initial niatter does not create a conflict of interest for the Contractor or the City, however, the Contractor does serve as outside general counsel and bond counsel to other municipalities that interact and/or contract with the City (such as the Valley Communications Center, the Valley Communications Center Development Authority, the South Correctional Entity, the South Correctional Entity Facility Public Development Authority, King County, and the Seattle Southside Regional Tourism Authority), and serves as underwriter's counsel from time to time to underwriting firms on matters unrelated to the City's bonds. Execution of this Agreement by the City's representative constitutes consent by the City to such representation. The Contractor agrees not to use any proprietary or other confidential nonpublic information concerning the City, acquired as a result of the Contractor's representation of the City, to the City's material disadvantage in connection with any litigation or other matter in which the Contractor is adverse to the City. It" the City learns about significant name changes of any of the entities or about additional adverse or potentially adverse parties, it will advise the Contractor so their records can be updated. The Contractor's representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equityholder, employee, family member or other person unless such additional representation is separately and clearly undertaken by the Contractor. During the Contractor's representation of the City, there may from time to time be issues that raise questions as to the Contractor's duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between the Contractor and the City over the handling of a matter. Under normal circumstances when such issues arise the Contractor would seek the advice of their non-bond r e I a t e d c o u n s e I s u c h a s Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Historically, the Contractor has considered such consultations to be attorney-client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been Judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the City and the Contractor and that consultation with the Contractor's non-bond related counsel may not be privileged, unless the Contractor either withdraws from the representation of the City or obtain the City's consent to consult with the Contractor's non-bond related counsel. It is in the Contractor's and the City's interest, that in the event legal ethics or related issues arise during a representation, the Contractor receives expert analysis of their obligations. Accordingly, as part of this agreement concerning the Contractor's representation of the City, the City agrees that if the Contractor determines by their our own discretion during the course of the representation that it is either necessary or appropriate to consult with the Contractor's non-bond related counsel (either Pacifica I-aw Group's internal counsel or, if determined necessary by the Contractor, outside counsel) the City consents to this and agrees that the Contractor's representation of the City shall not, thereby, waive any attorney-client privilege that the Contractor may have to protect the confidentiality of the City's and Contractor's communications with counsel. Any such consultation will be paid for by the Contractor, and not the City. CA Revised 1-2013 10 Page 6 of 8 EXHIBIT C Compensation and Method of Payment FEESCHEDULE Services at time of Issuance: LID bonds only. General Obligation and Revenue Bonds only. All bond counsel fees, costs and expenses are included in the fee matrix above. Bond counsel fees include all of the Contractor's work related to the bond issue (including but not limited to document preparation, state and federal tax law analysis, attending finance team and City Council meetings, expenses, costs, delivering the final opinion, answering questions during and between bond issues, and providing other services as outlined in the Scope of Services), unless another fee arrangement is agreed to by the City. The fee matrix may be adjusted, not more frequently than annually, with prior City approval. In the event the bonds are not issued, no fee will be charged. The fees would be lower if the bond issue is privately placed, such as with a bank. For bank loans, t he charge would be 65% of the regular fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule. regular Ice schedule. For refunding issues, the charge would be 115% of the regular fee schedule. CA Revised 1-2013 Page 7 of 8 11 Local ,Issue Size General Obligation', Revenu'e, Improvement District Less than $1,000,00 $8,000 + $0.10 per $10,000 + $0.10 per $10,000 + $0.10 per $1,000 of issue size $1,000 of issue size $1,000 of issue size $1,000,001- $15,000 + $0.10 per $18,000 + $0.10 per $18,000 + $0.10 per $5,000,000 $ 1,000 of issue size $1,000 of issue size $1,000 of issue size $5,000,001- $20,000 + $0.10 per $24,000 + $0.10 per $24,000 + $0.10 per $10,000,000 $1,000 of issue size $1,000 of issue size $1,000 of issue size $10,000,001- $24,000 -1 $0.10 per $28,000 + $0.10 per $28,000 + $0.10 per $15,000,000 $ 1,000 of issue size $1,000 of issue size $1,000 of issue size $15,000,001- $26,000 + $0.10 per $30,000 + $0.10 per $30,000 + $0.10 per $20,000,000 $ 1,000 of issue size $1,000 of issue size $1,000 of issue size $20,000,001 and $28,000 + $0.10 per $32,000 + $0.10 per $32,000 + $0.10 per above $1,000 of issue size $ 1,000 of issue size $1,000 of issue size LID bonds only. General Obligation and Revenue Bonds only. All bond counsel fees, costs and expenses are included in the fee matrix above. Bond counsel fees include all of the Contractor's work related to the bond issue (including but not limited to document preparation, state and federal tax law analysis, attending finance team and City Council meetings, expenses, costs, delivering the final opinion, answering questions during and between bond issues, and providing other services as outlined in the Scope of Services), unless another fee arrangement is agreed to by the City. The fee matrix may be adjusted, not more frequently than annually, with prior City approval. In the event the bonds are not issued, no fee will be charged. The fees would be lower if the bond issue is privately placed, such as with a bank. For bank loans, t he charge would be 65% of the regular fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule. regular Ice schedule. For refunding issues, the charge would be 115% of the regular fee schedule. CA Revised 1-2013 Page 7 of 8 11 SUPPLEMENTAL FEE SCHEDULE Supplemental Fee Amount: Fixed Fee or Hourly Rate ,.Schedule: Service Category Specialized Services - Bond Issuances: 0 Rating presentation Included in fee matrix below (no additional charge) • General public Included in fee matrix below (no additional charge) finance advice, recommendations not related to a specific bond issue • Other services if on a All bond counsel fees are included in fee matrix below. different basis We propose an additional fee of $15,000 per bond issue to serve as Disclosure Counsel (prepare the preliminary and final official statements and deliver a 10b-5 opinion) at the City's request. at time of issuance See fee matrix below -Services Overhead (coping, faxes, Included in fee matrix below (no additional charge) and travel -etc.) Other fees We propose to charge a discounted hourly rate for all Pacifica attorneys performing work for the City that cannot be allocated to our role as bond counsel (and therefore be absorbed in the fee matrix below), subject to annual adjustments, and at the request of the City. Our 2016 public sector rates are below. Hourly rates are subject to annual adjustment. 2016 Stacey Lewis $370 Deanna Gregory $315 Jay Reich $490 Jon Jurich $245 Josephine Ennis $200 Alison Benge $315 Kristin Patterson $145 For special projects and with prior approval from the City, the Contractor would provide services on an hourly basis. The proposed hourly rates are listed above. These rates reflect the discount off standard rates customarily offered by the Contractor to public and not-for-profit clients. Billing rates may be adjusted not more frequently than annually, usually on January 1. Services performed after the effective date of the new rates will be charged at the new applicable rates. The Contractor does not charge for costs incurred internally (photocopying, long distance telephone charges, electronic legal research services and the like). However, to the extent the Contractor incurs costs from outside vendors directly related to City work, these costs will be passed through to the City without mark-up. T e C o n t r a c t o r issues invoices for hourly fees and disbursements on a monthly basis. CA Revised 1-2013 12 Page 8 of 8 City of Tukwila contract Number: -16-180 Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR SERVICES 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 acknowlddge that in rendering such services to the City, the Contractor is regulated bN 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 $35,000. 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 October 13, 2016 , and ending March 31 , 2017 , 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 CA Revised 2012 C2 S Page I of 7 13 considered to create the |@U ghi 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 Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall defend, indemnify and hold the City, its officers, agents, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, to the extent caused by the negligent acts or omissions of the Contractor under this Agreement. 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 Contractor and the City, its officers, officials, employees, a nd volunteers, -the Contractor's liability hereunder,shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver, as respects the City only, of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes 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. 7. Insurance. The Contractor shall procure and maintain in full force throughout the duration of this Agreement professional liability insurance with a minimum coverage of $1,000,000 per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage ina manner and form acceptable tOthe City in the City's sole discretion. Cancellation of the required insurance shall automatically result in termination of this Agreement. 8. Record Keeping and Reportinq A. The Contractor shall maintain accounts and ronnnjo, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs Of an nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall bo maintained for o period cd years after termination hereof unless permission tV destroy them is granted by the off ice of the archivist in accordance with RCW Chapter 4O.14 and bv the City. 9. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject o1 all times to inspection, review or audit bv law during the performance of this Agreement. 10, Termination. This Agreement may at any time be terminated by the City giving tothe Contractor onkz terminate the sanne. Failure to provide products on schedule `/ 'u\e^ result in contract termination. |f the Contractor's insurance coverage ia canceled for any reason, the City shall have the right to terminate this Agreement immediately. 11. Discrimination Prohibited. The Consultant, with regard to the work performed bxh under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or 12' Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agfeement without the written consent of the City. CA Revised 1-2013- Page 2of7 13. Entire Agreement, Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements -written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or Unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd, Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 16. Applicable LaW, Venue:, Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 3 rday of k_ e —CL4-Y) b-e_� 20 CITY OF TUKW CONTRACTOR W I Y J,& - � P_11� BY: I Allan , Mayor Printed Name and Title, Deanna Gregory, Partner ATTEST/AUTIHENTICATEDI�_� Address: 1191 2" Avenue, Suite 2000 City Clerk, Christy O'Flaherty Seattle, Washington 98101 APPROVED AS TO FORM: Office of the City Atto rne CA Revised 1-2013 Page 3 of 7 15 EXHIBIT A Scope of Services to be Performed by Contractor Am bond counsel, Pacifica Law Group (the "Law Fi;o/')shall provide all necessary legal services necessary to issue bond, notes and other evidences of indebtedness, including but not limited to: * Draft and distribute election i[u voted bond issue * Assist iothe development or review ofu distribution list and proposed schedule, flagging key oodceocduouoddooumeotdoudUnos � Gather appropriate facts regarding the financing and the proposed project, generally through uo in-person kick off oc,^soo ioe/'nueobog * Conduct federal and state law analysis w ASaoao financing options and vvodc with uodcnmritocm and financial advisors to consider legal issues ° Review existing covenants and assess benefit of springing covenants ° Draft and distribute bond (aud,if,egueotod,diuclomuo:) docunoeutm * Revise, discuss, and explain documents • Arrange and participate in conference calls and meetings with Crt staff and other members of the finance team, as necessary, no follow up on /oounu xueuuuuxd at the xcuy/mg meeting cv no review document drafts • Present docunoeotm to, and answer questions from, the City Council • Comy)oteup propriate iuz due diligence analysis • Work with the finuucuteam to finalize disclosure documents io anticipation of marketing bonds • Review the results of pricing and draft or comment on the bond purchase agreement • Pzopuzo closing certificates, prepare and print the notes or bonds, and deliver bond opinions • Deliver hard copies oo CDs oi the final transcript to the finance team • Coordinate with City staff mq post-issuance compliance obligations <eiute' federal tax, and securities law) as necessary ° Wmdc cooperatively with the City Attorney and other special legal counsel retained bv the City for mpcccd projects involving the issuance of bonds, closing of bond transactions, tracking of bond proceeds and related issues CA Revised 1-2013 M Page of Exhibit B Conflict of Interest As lawyers, the Contractor's representatives are regulated by ethical rules, including rules governing conflicts of interest, in the Jurisdictions in which they practice. Based on the C o n t r a c t o r' s review of t h e i r records, the Contractor's representation of the City on this initial matter does not create a conflict of interest for the Contractor or the City, however, the Contractor does serve as outside general counsel and bond counsel to other municipalities that interact and/or contract with the City (such as the Valley Communications Center, the Valley Communications Center Development Authority, the South Correctional Entity, the South Correctional Entity Facility Public Development Authority, King County, and the Seattle Southside Regional Tourism Authority), and serves as underwriter's counsel from time to time to underwriting firms on matters unrelated to the City's bonds. Execution of this Agreement by the City's representative constitutes consent by the City to such representation. The Contractor agrees not to use any proprietary or other confidential nonpublic information concerning the City, acquired as a result of the Contractor's representation of the City, to the City's material disadvantage in connection with any litigation or other matter in which the Contractor is adverse to the City. If the City learns about significant name changes of any of the entities or about additional adverse or potentially adverse parties, it will advise the Contractor so their records can be updated. The Contractor's representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equityholder, employee, family member or other person unless such additional representation is separately and clearly undertaken by the Contractor. During the Contractor's representation of the City, there may from time to time be issues that raise questions as to the Contractor's duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between the Contractor and the City over the handling of a matter. Under normal circumstances when such issues arise the Contractor would seek the advice of their non-bond related counsel such as Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Historically, the Contractor has considered such consultations to be attorney-client privileged conversations between firm personnel and the counsel for the firm. In recent years, however, there have been judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the City and the Contractor and that consultation with the Contractor's non-bond related counsel may not be privileged, unless the Contractor either withdraws from the representation of the City or obtain the City's consent to consult with the Contractor's non-bond related counsel. It is in the Contractor's and the City's interest, that in the event legal ethics or related issues arise during a representation, the Contractor receives expert analysis of their obligations. Accordingly, as part of this agreement concerning the Contractor's representation of the City, the City agrees that if the Contractor determines by their our own discretion during the course of the representation that it is either necessary or appropriate to consult with the Contractor's non-bond related counsel (either Pacifica Law Group's internal counsel or, if determined necessary by the Contractor, outside counsel) the City consents to this and agrees that the Contractor's representation of the City shall not, thereby, waive any attorney-client privilege that the Contractor may have to protect the confidentiality of the City's and Contractor's communications with counsel. Any such consultation will be paid for by the Contractor, and not the City. CA Revised 1-2013 Page 5 of 7 17 EXHIBIT C Compensation and Method of Payment FEESCHEDULE Services ad time mfIssuance: LID bonds mdy. General Obligation and Revenue Bonds only. All hood counsel fees, costs and cxyoosoo are included in the fee matrix above. Bond counsel fees ioo}odo all of the Contractor's vvozb odnked to the bond issue (including but not limited to document preparation, state and federal tax law analysis, attending finance icum and City Council meetings, expenses, costs, delivering the Ooa\ opinion, aoxvvcdug questions during and between bond issues, and providing ntbnz uorviouo as outlined in the Scope of Services), unless another tee arrangement is agreed to by the City. The fee matrix may be adjusted, not more frequently than annually, with prior City approval. In the event the hnodS are not issued, n0 fee will be charged. The foco would be lower if the bond issue is privately placed, such as with u bank. For huob loans, tbo charge would he 659 of the roeuuz fee schedule. For refunding issues, the charge would holl5%of the regular fee schedule. regular fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule. CA Revised 1-2013 IMP Page 6of7 Local Issue Size General Obligation Revenue Improvement District $1,000 of issue size $1,000 of issue size $1,000 of issue size' $5,000,000 $1,000 of issue size $1,000 of issue size $1,000 of issue size $10,000,000 $1,000 of issue size $1,000 of issue size $1,000 of issue size $15,000,000 $1,000 of issue size $1,000 of issue size $1,000 of issue size $20,000,000 $1,000 of issue size $1,000 of issue size $1,000 of issue size above $1,000 of issue size $1,000 of issue size $1,000 of issue size LID bonds mdy. General Obligation and Revenue Bonds only. All hood counsel fees, costs and cxyoosoo are included in the fee matrix above. Bond counsel fees ioo}odo all of the Contractor's vvozb odnked to the bond issue (including but not limited to document preparation, state and federal tax law analysis, attending finance icum and City Council meetings, expenses, costs, delivering the Ooa\ opinion, aoxvvcdug questions during and between bond issues, and providing ntbnz uorviouo as outlined in the Scope of Services), unless another tee arrangement is agreed to by the City. The fee matrix may be adjusted, not more frequently than annually, with prior City approval. In the event the hnodS are not issued, n0 fee will be charged. The foco would be lower if the bond issue is privately placed, such as with u bank. For huob loans, tbo charge would he 659 of the roeuuz fee schedule. For refunding issues, the charge would holl5%of the regular fee schedule. regular fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule. CA Revised 1-2013 IMP Page 6of7 SUPPLEMENTAL FEE SCHEDULE Supplemental Fee Amount: Fixed Fee or Hourly Rate Schedule: Service Category Specialized Services — Bond Issuances: • Rating presentation Included in fee matrix below (no additional charge) • General public Included in fee matrix below (no additional charge) finance advice, recommendations not related to a specific bond issue • Other services if on a All bond counsel fees are included in fee matrix below. different basis We propose an additional fee of $15,000 per bond issue to serve as Disclosure Counsel (prepare the preliminary and final official statements and deliver a 10b-5 opinion) at the City's request. Services at time of issuance See fee matrix below Overhead (coping, faxes, Included in fee matrix below (no additional charge) etc.) and travel Other fees We propose to charge a discounted hourly rate for all Pacifica attorneys performing work for the City that cannot be allocated to our role as bond counsel (and therefore be absorbed in the fee matrix below), subject to annual adjustments, and at the request of the City. Our 2016 public sector rates are below. Hourly rates are subject to annual adjustment. 2016 Stacey Lewis $370 Deanna Gregory $315 Jay Reich $490 Jon Jurich $245 Josephine Ennis $200 Alison Benge $315 Kristin Patterson $145 For special projects and with prior approval from the City, the Contractor would provide services on an hourly basis. The proposed hourly rates are listed above. These rates reflect the discount off standard rates customarily offered by the Contractor to public and not-for-profit clients. Billing rates may be adjusted not more frequently than annually, usually on January 1. Services performed after the effective date of the new rates will be charged at the new applicable rates. The Contractor does not charge for costs incurred internally (photocopying, long distance telephone charges, electronic legal research services and the like). However, to the extent the Contractor incurs costs from outside vendors directly related to City work, these costs will be passed through to the City without mark-up. T h e C o n t r a c t o r issues invoices for hourly fees and disbursements on a monthly basis. CA Revised 1-2013 Page 7 of 7 19 20 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2017 to 2022 PROJECT: 42nd Ave South Phase III Project No. 99410303 DESCRIPTION: Design and construct street improvements, drainage, sidewalks, bike facilities, and driveway adjustments. JUSTIFICATION: Provide pedestrian and vehicle safety, drainage, and neighborhood revitalization. STATUS: Phase III (S/C Blvd (154th) - S 160 St), Design began in 2012, construction in 2017. Project No. 99410303 Phase IV (S 139 St - S 131 PI) in beyond. Project No. 99410301 Phase I 90-RW1 5 (SIC Blvd (154) - 144 St) $3,796 & Phase 11 94-RS02 (144-139) $1,850, both completed. MAINT. IMPACT: Reduce pavement, shoulder, and drainage work. COMMENT: Only Phase III is shown in active years. Project includes Surface Water's Gilliam Creek 42nd Ave S Culvert project for $1.3m and is part of the Walk & Roll Plan. Seattle City Light's funding is a 60/40 underground split. FINANCIAL Through Estimated tin 9;nnn,Qi 7n15 7n1fi 7n17 MIR 2n19 2n7n 2n21 2n 22 RFYnNn TnTA1 EXPENSES Phase IV Design 1,000 125 1,125 Land (R/W) 100 100 Const. Mgmt. 750 322 560 1,632 Construction 2,534 1,086 3,800 7,420 Undergrounding 2,467 1,057 3,524 TOTAL EXPENSES 1 1,000 1 1251 5,851 2,466 1 01 0 01 01 4,360 1 13,801 FUND SOURCES Seattle City Light 1,077 462 1,539 Surface Water 144 4 148 Other Utilities 1 150 136 287 Bond 4,600 1,800 6,400 City Oper. Revenue 855 121 24 67 0 0 0 0 4,360 5,427 TOTAL SOURCES 1,000 1 125 1 5,851 1 2,465 1 01 01 01 01 . 4,360 1 13,801 2017 - 2022 Capital Improvement Program 2 21 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2017 to 2022 PROJECT: 53rd Ave S (S 137th St - S 144th St) Project No. 99110301 EXPENSES Design and construct urban residential street improvements that include curb, gutter, sidewalk, undergrounding, DESCRIPTION: and illumination. Street will coordinate with Water $1.1m, Sewer $185k, and Surface Water $920k CIP projects. JUSTIFICATION: Provide pedestrian and vehicle safety, drainage, and neighborhood revitalization. STATUS; Undergrounding is included at this time. MAINT. IMPACT: Reduce pavement, shoulder, and drainage work. State TIB.grant for $2.14M for roadway and drainage. See additional pages in Enterprise funds under COMMENT: 53rd Ave Projects. Seattle City Light is now negotiating a 60/40 underground split and undergrounding S 3 costs have been added to project. Bond for $2 million. FINANCIAL Through Estimated (in Innn'-ql 211115 2016 2017 2018 2019 2020 2021 2022 BEYOND TOTAL EXPENSES Design 83 107 3 193 Land (R/W) 2 98 100 Const. Mgmt. 435 435 870 Construction 1,050 1,050 2,100 Undergrounding 1,125 1,125 2,250 TOTAL EXPENSES 86 205 1 2,613 1 2,610 1 01 01 01 01 0 5,513 FUND SOURCES Utilities W/S/SWM 25 25 Awarded TIB Grant 900 900 Remainder of grant in SWM 1,800 Seattle City Light 675 675 1,350 Bond 1,000 1,000 1'2,00b City Oper. Revenue 60 205 38 35 0 0 0 0 0 338 TOTAL SOURCES 86 205 2,613 1 2,610 1 01 0 0 01 0 1 5,513 2017 - 2022 Capital Improvement Program 3 22 FINANCE COMMITTEE • . f 1 • City Council Finance Committee Meeting Minutes March 7, 2017- 5:30 p.m. - Hazelnut Conference Room, City Hall Councilmembers: Verna Seal, Chair; Kathy Hougardy, Thomas McLeod Staff: David Cline, Peggy McCarthy, Mia Navarro, Jay Wittwer, Laurel Humphrey CALL TO ORDER: Chair Seal called the meeting to order at 5:30 p.m. I. PRESENTATIONS II. BUSINESSAGENDA A. Contract Amendment: Pacifica Law Group Staff is seeking Council approval of a contract amendment with Pacifica Law Group for bond counsel services in an amount not to exceed $138,000, for a term ending December 31, 2020. This amendment will increase the contract amount and extend the term to cover all planned debt issuances until December 31, 2020. UNANIMOUS APPROVAL. FORWARD TO MARCH 20, 2017 REGULAR CONSENT AGENDA. B. Job Shadow and Internship Program Staff updated the Committee on the status and activities of a new high school internship and job shadow program hosted by the Communications Division. Each department will be asked to provide at least one job shadow or one internship opportunity per year, with goals of exposing students to City employment opportunities as well as having the City's workforce better represent the community. Performance measures will include surveys and participation statistics, and the program can be modified over time to reflect necessary changes. The Committee asked staff to look for ways to prioritize local students, as the program cannot explicitly service Tukwila only. INFORMATION ONLY. III. MISCELLANEOUS Staff updated the Committee on the status of the applications for the Public Safety Bond Financial Oversight Committee, which will be formally reviewed in Committee on March 21. The Committee requested to extend the application period through March 13, 2017. Chair Seal mentioned that the Committee will be continuing work on the City compensation policy, and would like the next discussion to include a briefing on how the policy has been working from the personnel perspective. Add rued at 6:10 p.m. ...._._... Committee Chair Approval Minutes by LH 23