HomeMy WebLinkAboutFIN 2017-03-07 Item 2A - Contract Amendment #1 - Bond Counsel with Pacifica Law GroupTO:
CC:
FROM:
DATE:
SUBJECT:
City of Tukwila
Allan Ekberg, Mayor
Finance & Safety Committee
Mayor Ekberg
Peggy McCarthy, Finance Director
March 1, 2017
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 3/4 years, through December 31, 2020. A
recap of the original and proposed, amended contract terms follows:
The prop
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
Dsed amended contract amount was estimates oasea on piannea bona issuances a:
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
i
2
City • Tukwila
1 6200 Southcenter Boulevard, Tukwila WA 981
10
W,
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
CITY OF TUKWILA
Allan Ekberg, Mayor
day of
ATTEST/AUTHENTICATED
City Clerk
CA Revised 1-2013
91j
CONTRACTOR
Printed Name: Deanna Gregory
EAT•RX• • ••
City Attorney
Page] of
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
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
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
Office of the City Attorney
CA Revised 1-2013
0
CONTRACTOR
0
Printed Name and Title:
Deanna Gregory, Partner
Address: 1191 2nd Avenue, Suite 2000
Seattle, Washington 98101
Page 4 of 8
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
7
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, equityliolder, 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
F-F�
Page 6 of 8
Compensation and Method of Payment
FEESCHEDULE
Set-vices 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
fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule.
CA Revised 1-2013
Page 7 of 8
9
Local
Issue Size
General Obligation
Revenue
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 + $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
fee schedule. For refunding issues, the charge would be 115% of the regular fee schedule.
CA Revised 1-2013
Page 7 of 8
9
SUPPLEMENTAL FEE SCHEDULE
Supplemental Fee,
Amount: Fixed Fee or Hourly Rate
Sthedule: 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 he 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
10
Page 8 of 8
ILA, City of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Oil
CONTRACT FOR SERVICES
Contract Number: -16-180
Council Approval NIA
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
acknowl4dgie that in rendering such services to the City, the Contractor is regulated 6'y 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 C-, -1 O 0 r bus Page I of 7
02 �l 0
11
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
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 o ' r resulting f ' rom 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. C
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.
CA Revised 1-2013
12
Page 2 of 7
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.
114. Severabillity 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: AAorney'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 d day of k_XCk-r'y) be � 20
CITY OF TUKWj CONTRACTOR
By:
1lan4Br
Printed Name and Title;
N Deanna Gregory, Partner
ATTES /AUTHENTICATED-
C Address: 1191 2nd Avenue, Suite 2000
City Clerk, Christy O'Flaherty Seattle, Washington 98101
APPROVED AS TO FORM:
Office of the City �Attorney �WSM �tJI�M(pa
CA Revised 1-2013
Page 3 of 7
13
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, ifu voted bond issue
• Assist io the development Or review ofo distribution list and proposed schedule, flagging key
notice, action and document deadlines
'
»
Gather appropriate facto regarding the financing and the proposed project, generally
through uu in-person kick off nc.^ao iug" Meubog
°
Conduct federal and state \uvv ouu|ysia
° Aasoon financing options and work with underwriters and financial advisors tn consider legal
iSsocx
w
Review existing covenants and assess benefit nf springing covenants
°
Draft and distribute bond (uud`if requested, disclosure) documents
*
Revise, discuss, and explain documents
• Arrange and parlicipate in conference calls and meetings with Clit staff and other members of
the finance team, necessary, on zouo`v up on auucm zoouu�u�u at the ycuy/ug meeting vu
no 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 io 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 otthe final transcript to the finance team
• Coordinate with City staff on compliance obligations (state, federal tax, and
securities law) uenecessary
• Work cooperatively with the City Attorney and other special legal counsel retained hy the City
for special projects involving the issuance ofbonds, closing ofbond Urunsm:doom,
tracking of bond proceeds and related issues
CA Revised 1-2013 Page 4of7
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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
15
i
Compensation and Method of Payment
FEE SCHEDULE
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, the charge would be 65% of the
regular fee schedule. For refunding issues, the charge would be 115% 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
1
Page 6 of 7
Local
Issue Size
General Obligation
Revenue
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 + $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 + $0.1.0 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, the charge would be 65% of the
regular fee schedule. For refunding issues, the charge would be 115% 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
1
Page 6 of 7
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
17
CITY OFTUKVVLA 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 (SIC Blvd (154m) -S16oSq. Design began in301z. construction man17. Project No. yy41oouo
Phase |V(G13S8/-G131 PI) in beyond. Project No. 8841O5U1
Phaae| 9V-RW15(G/C Blvd (154)-1448V$3.798& Phase ||S4'RGU2(144-13g)$1.85O. both completed.
MA|NT.|MPACT: Reduce pavement, shoulder, and drainage work.
On|yPhose|||isshownina�ivayeos.Pn4o�ino|udanGudaoaNb��oGi|UamCo`ek42ndAveGCu|wa�pn4em
��oO��NT�
for *1.5m and io part of the Walk & Roll Plan. Seattle City Light's funding iao6014V underground split.
FINANCIAL Through Estimated
'/"«nnn,Qi 2ni-A 7nin 7n17 nnn rmo 2n7n 2n7i 2n22 mFYo n Tnr/
EXPENSES
Phase IV
Design
1,000
125
1,125
Land (RAN)
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 EXPENSESI
1,000
1 1251
5,851
2,465
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
City Oper. Revenue
855
121
24
67
0
0
0
0
4,360
5,427
TOTAL SOURCES
1,000
125 1
5,851 1
2,465
1 01
01
01
0
1 4,360
1 13,801
emr - cooucavxo Improvement Program 2
0
CITY OF TUKWILA CAPITAL PROJECT SUMMARY
2017 to 2022
PROJECT: 53rd Ave S (S 137th St - S 144th St) Project No. 99110301
DESCRIPTION: Design and construct urban residential street improvements that include curb, gutter, sidewalk, undergrounding,
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 S Projects. Seattle City Light is now negotiating a 60/40 underground split and undergrounding
costs have been added to project. Bond for $2 million.
FINANCIAL Through Estimated
fin itnnn,ai 2M4 2niA 2n17 2n18 2n19 2n2n 2n21 2n22 RFYf)ND TnTAI
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
206
1 2,613
2,610
1 01
01
01
0
01
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
2,obb
City Oper. Revenue
60
205
38
35
0
0
0
0
0
338
TOTAL SOURCES
85
205
2,613
2,610
1 01
0
0
01
01
6,513
2017 - 2022 Capital Improvement Program 3
We,