HomeMy WebLinkAbout26-076 - Contract - Pacifica Law Group, LLP - Bond Counsel ServicesCity Of Tukwila Contract Number: 26-076
Council Approval N/A
• 6200 Southcenter Boulevard, Tukwila WA 98188
r
PROFESSIONAL SERVICES AGREEMENT
(Includes consultants, architects, engineers, accountants, and other professional services)
THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter
referred to as "the City', and Pacifica Law Group LLP hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. Project Designation. The Consultant is retained by the City to perform bond, disclosure
and tax counsel and related services in connection with City bonds and other public finance
matters.
2. Scope of Services. The Consultant agrees to perform the services, identified in the
engagement letter in Exhibit "A" attached hereto, including the provision of all labor, materials,
equipment and supplies.
3. Duration of Agreement Time for Performance. This Agreement shall be in full force and
effect for a period commencing upon execution and ending _five years after execution
date , unless sooner terminated under the provisions hereinafter
specified. Work under this Agreement shall commence upon written notice by the City to the
Consultant to proceed. The Consultant shall perform all services and provide all work product
required pursuant to this Agreement no later than _as required for a successful and timely
bond issuance unless an extension of such time is granted in writing by
the City.
4. Payment. The Consultant shall be paid by the City for completed work and for services
rendered under this Agreement as follows:
A. Payment for the work provided by the Consultant shall be made as provided on Exhibit
"A" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed $50,000 without express written modification of the
Agreement signed by the City, excluding flat fees for bond counsel services calculated as
provided in Exhibit A when such bonds and the payment of associated costs of issuance
are approved by Ordinance of the City Council.
B. For services performed on an hourly basis, the Consultant may submit invoices to the City
once per month during the progress of the work for partial payment for that portion of the
project completed to date. Such vouchers will be checked by the City and, upon approval
thereof, payment shall be made to the Consultant in the amount approved. Unless
otherwise agreed to by the City, fees for services in connection with a bond issue shall be
payable on a fixed fee basis at the time of closing, as provided in Exhibit "A".
C. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of
the work under this Agreement and its acceptance by the City.
D. Payment as provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
E. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and the state of Washington for a
period of three (3) years after final payments. Copies shall be made available upon
request.
5. Ownership and Use of Documents. All documents, drawings, specifications and other
materials produced by the Consultant in connection with the services rendered under this
Agreement shall be the property of the City whether the project for which they are made is
executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
the Consultant's endeavors. The Consultant shall not be responsible for any use of the said
documents:, drawings, specifications or other materials by the City on any project other than
the project specified in this Agreement.
6. Compliance with Laws. The Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances
and regulations, applicable to the services rendered under this Agreement.
7. fOrnittedl.
B. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which imay allse from
or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees. Consultant's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Consultant to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the
types and with the limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident. Automobile Liability insurance
shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be
written on Insurance Services Office (ISO) form CA 00 01 or a substitute form
providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance with limits no less than $2,000,000 each
occurrence, $2,000,000 general aggregate. 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 iindependent contractors
and personal injury and advertising injury. The City shall be named as an
additional insured under the 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 endorsement form CG 20 26.
3. Workers' Comoensation coverage as required by the Industrial Insurance laws of
the State of Washington.
4. Professional Liability, with limits no less than $2,000,000 per claim and $2,000,000
policy aggregate limit. Professional Liability insurance shailll be appropriate to the
Consultant's profession.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability maintained by
the Contractor, irrespective of whether such limits maintained by the Contractor are greater
than those required by this Contract or whether any certificate of insurance furnished to
the Public Entity evidences limits of liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial
General Liability insurance policies are to contain, or be endorsed to contain that they shall
be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance
CA revised May 2020 Page 2
pool coverage maintained by the City shall be excess of the Consultant's insurance and
shall not be contributed or combined with it.
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. Verification of Coverage. 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 Contractor
before commencement of the work. Upon request by the City, the Consultant shall furnish
certified copies of all required insurance policies, including endorsements, required in this
Agreement and evidence of all subcontractors' coverage.
F. Notice of Cancellation. The Consultant shall provide the City with written notice of any
policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the City
may, after giving five business days notice to the Consultant to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to be
repaid to the City on demand, or at the sole discretion of the City, offset against funds due
the Consultant from the City.
9. Independent Contractor. The Consultant and the City agree that the Consultant 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 the Consultant nor any employee of the
Consultant 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 for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant.
10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bonafide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bonafide employee working solely for the Consultant, any
fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this contract. For breach or violation of this warrant,
the City shall have the right to annul this contract without liability, or in its discretion to deduct
from the contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
11. Discrimination Prohibited. Contractor, 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,
the presence of any disability, or any other protected class status under state or federal law,
in the selection and retention of employees or procurement of materials or supplies.
12. Assignment. The Consultant shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
CA revised May 2020 Page 3
14. Termination.
A. The City reserves the right to terminate this Agreement at anytime by giving ten (10) days
written notice to the Consultant.
B. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement between
surviving members of the Consultant and the City, if the City so chooses.
15. Applicable Law: Venue: Attorney's Fees. This Agreement shall be subject to, and the
Consultant shall at all times comply with, all applicable federal, state and local laws,
regulations, and rules, including the provisions of the City of Tukwila Municipal Code and
ordinances of the City of Tukwila. 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. Venue for any action arising
from or related to this Agreement shall be exclusively in King County Superior Court.
16. 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.
17. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
6200 Southcenter Boulevard
Tukwila, WA 98188
Notices to Consultant shall be sent to the following address:
Pacifica Law Group LLP
Attn: Deanna Gregory, Partner
401 Union Street, Suite 1600
Seattle, WA 98101
18. Entire Agreement: Modification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant 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 May 2020 Page 4
DATED this 24th day of March — 2026 .
CITY OF TIS KWILA
AAB
Signed by:
Thomas McLeod, Mayor
ATTEST/AUTHENTICATED:
—Signed by:
Andy Youin-Barnett, City Clerk
_L Signed by:
- 1QAAA
Office of the City Attorney
Attachment:
Exhibit "A" – Engagement Letter
PACIFICA LAW GROUP LLP, AS
CONSULTANT.
7
1,
By:
Printed Name: Deanna Gregory
Title: Partner
CA revised May 2020 Page 5
Sent Via Email Only
City of Tukwila
Aaron BeMiller, Finance Director
6200 Southcenter Boulevard
Tukwila, WA
RE: City of Tukwila — Legal Services
Dear Aaron:
i 236.245.1700
40.1 Uma on S,tr rut, 5iu'kRe IH -0
March 23, 2026
Pacifica Law Group LLP is pleased to provide bond counsel, municipal finance, and related legal
services (the "Projects") to the City of Tukwila, Washington (the "City"). This letter will also
apply to any additional matters that we undertake at the City's request, unless otherwise specified
in a separate engagement letter addressing that matter.
Our fees for bond counsel services, as described in the attached Scope of Services, are based on
the size of the bonds actually issued. Stacey Lewis (bond partner), Alison Benge (bond partner,
specializing in Federal tax law), and I will be the main contacts for City bond matters. I will have
primary oversight for Pacifica Law Group's representation of the City, but we assign other firm
lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to meet
the time constraints of the matter. You can reach me at the office at 206.245.1716 or any of the
attorneys or other staff at Pacifica Law Group at 206.245.1700.
We have attached a proposed fee schedule for City bond issues. We will not separately charge the
City for responding to questions related to City bond issues — including questions regarding post
issuance compliance, federal tax law requirements, and other matters — without your prior
approval. Payment of such legal fees shall be contingent upon closing of the bond issue and shall
be payable based upon an invoice to be delivered to the City after closing. Fixed fee rates may be
adjusted not more frequently than annually. Please let us know if you would like to discuss the
proposed fees - we are committed to finding an arrangement that works for City.
For special projects and with your prior approval, we propose to provide services on an hourly
basis. Our proposed hourly 2026 rates are attached to this letter. These rates reflect the discount
off standard rates we customarily offer 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. We do not charge for
costs incurred internally (photocopying, long distance telephone charges, electronic legal research
services and the like). However, to the extent we incur costs from outside vendors directly related
to City work, these costs will be passed through to you without mark-up. We issue invoices for
hourly fees and disbursements on a monthly basis.
Page 2
As lawyers, we are of course regulated by ethical rules, including rules governing conflicts of
interest, in the jurisdictions in which we practice. From time to time conflicts do arise, most
commonly in connection with intergovernmental transactions, as we represent many state and
municipal entities. Based on our review of our records, the representation of the City as of the
date of this letter does not create a conflict of interest for Pacifica, however, we may serve as
outside counsel and bond counsel to other municipalities that interact and/or contract with the City
(such as Valley Communications Center, the Valley Communications Center Development
Authority, King County, SCORE, the SCORE Facility Public Development Authority, SKHHP,
Seattle Southside RTA, and Tukwila School District) and we serve as underwriter's counsel from
time to time to underwriting firms (such as Barclays Capital Inc., Piper Sandler & Co., Wells
Fargo, RBC Capital Markets, Goldman Sachs & Company, and D.A. Davidson) on matters
unrelated to the City's bonds. We would not serve as underwriter's counsel on transactions
involving the City when we were serving as bond counsel to the City. Pacifica also represents
many public school districts in Washington including districts that may overlap with City
boundaries. We routinely represent these municipal entities, including public school districts, and
underwriters and from time to time will be asked to represent such entities on matters that are that
are not substantially related to our work for you or in matters that may involve an interest or
administrative or legislative decision of City. We ask your consent to allow us to continue these
representations, as long as the matters are not substantially related to matters in which we are
representing the City. Your signature below constitutes the City's consent to such representation.
We agree not to use any proprietary or other confidential nonpublic information concerning the
City acquired by us as a result of our representation of the City to the City's material disadvantage
in connection with any litigation or other matter in which we are adverse to the City. This consent
does not extend to Pacifica's representation of other parties in litigation against the City in a dispute
with respect to the Projects.
Please let me know immediately if there are other adverse or potentially adverse party names to
check, or other names that you believe we should check. If you learn about significant name
changes of any of the entities or about additional adverse or potentially adverse parties, please
advise us so our records can be updated. Our 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 us.
During our representation of the City, there may from time to time be issues that raise questions
as to our 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
us and a client over the handling of a matter. Under normal circumstances when such issues arise
we would seek the advice of our Professional Standards Counsel, Loss Prevention partners or
Professional Standards Conflicts Attorneys who are experts in such matters. Historically, we have
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
client and attorney and that an attorney's consultation with its counsel may not be privileged,
Page 3
unless the attorney either withdraws from the representation of the client or obtains the client's
consent to consult with its counsel.
We believe that it is in our client's interests, as well as Pacifica Law Group's interest, that in the
event legal ethics or related issues arise during a representation, we receive expert analysis of our
obligations. Accordingly, as part of our agreement concerning our representation of the City,
you agree that if we determine in our own discretion during the course of the representation that it
is either necessary or appropriate to consult with our firm counsel (either Pacifica Law Group's
internal counsel or, if we choose, outside counsel) we have your consent to do so and that our
representation of you shall not, thereby, waive any attorney-client privilege that Pacifica Law
Group may have to protect the confidentiality of our communications with counsel. Pacifica Law
Group shall not bill the City for any such consultation with Pacifica Law Group's internal or
external counsel on any such matters.
Effective January 1, 2024, the U.S. Department of Treasury's Financial Crimes Enforcement
Network ("FMCEN") is requiring certain companies to file informational reports and updates
about the company and its beneficial owners. Pacifica's engagement does not include providing
advice regarding, or assisting with the FMCEN filings.
This letter confirms the terms and conditions on which Pacifica Law Group LLP will provide legal
services to the City. Unless otherwise agreed in writing, the terms of this letter will also apply to
any additional matters that we undertake at the City's request. If this letter correctly sets forth our
understanding, please sign and date a copy of this letter and promptly return it to me. If you have
any questions about this letter or generally about our services or bills, please call me at any time.
We look forward to working with you and thank you for placing your confidence in Pacifica Law
Group.
Sincerely yours,
PACIFICA LAW GROUP LLP
Deanna Gregory
Partner
ACCEPTED AND AGREED:
CITY OF TUKWILA, WASHINGTON
Its
Date:
Enclosures
Page 4
SCOPE OF SERVICES
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 needed
• 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 or remote kick off or "scoping" meeting
• Conduct federal and state law analysis; review election documents
• Provide legal advice related to real estate, construction and procurement
• Assess financing options and work with underwriters, placement agents, lenders and financial
advisors to consider legal issues
• Draft and distribute bond (and, if requested, disclosure and/or RFP) 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 and other groups
• Complete appropriate tax due diligence analysis
• Review the results of pricing, answer legal questions from potential investors/lenders, and draft
or comment on the bond purchase agreement, loan agreement or continuing covenant
agreement
• Prepare closing certificates, prepare and print the notes or bonds, and deliver bond opinions
(legality and enforceability of bonds or notes, tax opinion if tax-exempt obligation,
supplemental opinion if required, defeasance opinion if required, and disclosure letter if
required)
• Deliver hard (upon request) and electronic copies 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
Bond Counsel
Fee
FEESCHEDULE
Less than $5,000,000 1 $20,000
$5,000,001-$10,000,00 $24,000 $26
$10,000,001415,000,000$28,000 $30
$15,000,001-,$20,000,000$32,000 $34
$20,000,001-$35,000,000 $38,000 $42
$35,000,001-$50,000,000 ------$46,000 $50
$50,000,001 and above 1 554M0 1 $58
$3
$3
(') Issue amount reflects the principal amount of the bonds plus original issue premium, if any.
All bond counsel fees, costs, and expenses are included in tile fee matrix above. Bond courisel
fees include all of our work related to the bond issue (including but not limited to document
preparation, state and federal tax law analysis,, attending fulance tealli and City Council
meetings. expenses, costs, delivering the final opillion(s), answering questions during and
between bond issues, and providing other services), unless another fee arrangement is agreed to
by the City. The fee matrix may be adjusted, not more frequently than al.inually, with City
approval.
For bank loans or other private placements, depending on the complexity of the loan doctuilents
involved, we typically discount our fixed fee by a percentage (e.g. charge 85% of our fixed fee
above). For refunding issues, we typically charge 115% of the regular fee schedule.
Substantially delayed financings (where the financing transaction stopped and restarted, for
instance, resulting in additional/cluplicative work) would be negotiable based on the resulting
delay and work involved. Complex financings (such as TIF financing,,, TIFIA loans, 63-20
financings, forward delivery bonds, and other lease financings) would be negotiable based can.
the documentation and work involved.
Disclosure For publicly sold transactions, such as with an underwriter, we propose an additional fee of
Counsel Fee $17M0 per bond issue to serve as Disclosure Counsel (prepare, the preliminary and final official
statements and deliver a separate 10b-5 letter to the City addressing securities laws) upon
request. Note, we will oftlY, serve as disclosure counsel and charge a corresponding fee if
requ,ested to do so b'1 , the 04% Providing comments on the official statements when such
docunients are prepared by another party (e.g. municipal advisor) is included in our bond
counsel fee.
Other fees We propose to charge a discoutited hourly public entity rate for all Pacifica attorneys perforining
work for the City that cannot be allocated to our role as bond counsel (and therefore be absorbed
in the fee matrix above). Such work will only be performed at the request and with the consent
of the City. Hourly work may include assisting with an IRS audit, providing real estate advice,
providing construction/procurement advice, drafting non -bond ballot measures (such as for .9,
levy lid lift), assisting with special research projects and/or litigation, and negotiating
development agreements.
Page 6
Our 2026 (effective January 1, 2026) public sector rates are below. Hourly rates are subject to
annual adjustment.
Name 2026
Alison Benge (bond counsel, federal tax) $625
Deanna Gregory (bond and disclosure counsel, general municipal law) $535
Stacey Lewis (bond and disclosure counsel, general municipal law) $580
Toby Tobler (bond and disclosure counsel, general municipal law) $395
Clare Riva (bond and disclosure counsel, general municipal law) $355
Kristin Patterson (paralegal support) $195