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FIN 2020-02-10 COMPLETE AGENDA PACKET
City of Tukwila Finance Committee O Verna Seal, Chair O Kathy Hougardy O Zak Idan AGENDA Distribution: V. Seal Mayor Ekberg K. Hougardy D. Cline Z. Idan R. Bianchi D. Quinn C. 071aherty K. Kruller A. Youn T. McLeod L. Humphrey C. Delostrinos Johnson MONDAY, FEBRUARY 10, 2020 — 5:30 PM HAZELNUT CONFERENCE ROOM (At east entrance of City Hall) Item Recommended Action Page 1. BUSINESS AGENDA a. A contract for ORCA Business Passports in the amount a. Forward to 2/24 Consent Pg.1 of $73,695.00. Agenda. Juan Padilla, Human Resources Director b. Review of responses from Request for Proposals for b. Forward to 2/24 C.O.W. and Pg.33 City Attorney services. 3/2 Regular Mtg. David Cline, City Administrator c. Financing for the 42nd Avenue South Bridge c. Forward to 2/24 C.O.W. and Pg.89 Replacement Project. 3/2 Regular Mtg. Adam Cox, Transportation Project Manager, and Hari Ponnekanti, Deputy Public Works Director/City Engineer d. 2019 4th Quarter investment report. d. Discussion only. Pg.97 Aaron Williams, Fiscal Coordinator 2. MISCELLANEOUS Next Scheduled Meeting: Monday, February 24, 2020 SThe City of Tukwila strives to accommodate individuals with disabilities. Please contact the City Clerk's Office at 206-433-1800(TukwilaCityClerk(�bTukwilaWA.gov) for assistance. TO: FROM: CC: DATE: SUBJECT City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM Finance Committee Juan Padilla, Human Resources Director Mayor Ekberg February 5, 2020 ORCA Business Passport Contract with King County Metro ISSUE Authorize the Mayor to sign a contract for services with King County for purchase of ORCA Business Passport Cards. BACKGROUND As part of the Commute Trip Reduction program, the City has been providing commuter incentives to its employees though the funding of individual ORCA cards to those who sign up for them. Beginning January of 2020, the funding of individual cards has been changed to the King County Business Passport program providing an unlimited benefit to employees who chose to receive an ORCA Card. DISCUSSION As a benefit through the Business Passport program employees now have unlimited use of Link Light Rail, Sounder Train, King County Metro bus, Sound Transit buses, and Speed Ferry service between Snohomish, King, and Pierce, counties. The individual commuter incentive was restricted to commute only. Making this change saves the City money as well as significant staff time on a monthly basis. FINANCIAL IMPACT The total cost of the annual contract for services with King County for the ORCA Business Passport program is $73,695.00. This amount is $20,000 under the funding that is budgeted for 2020 in the Mayor's Office Green initiatives line item. RECOMMENDATION We are requesting the Committee forward this to the February 24, 2020 Special Meeting Consent Agenda. ATTACHMENTS Contract for Services with King County Metro for ORCA Business Cards and Business Passport Products. 2 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Agreement for 'Purchase of ORC.81 Business Cards and ORCA Business Passport Products THIS AGREEMENT (hereinafter, "Agreement') is made and entered into by and among City of Tukwila ('Business Account') and King County Metro ("Lead Agency") on behalf of the following agencies, individually referred to as the "Agency" and collectively as the "Agencies" in this Agreement. The Snohomish County Public Transportation Benefit Area ("Community Transit') The City of Everett ("Everett Transit") The King County Metro Transit Department ("King County Metro") The Kitsap County Public Transportation Benefit Area ("Kitsap Transit') Pierce County Public Transportation Benefit Area Corporation ("Pierce Transit') The Central Puget Sound Regional Transit Authority ("Sound Transit') The Washington State Department of Transportation, Ferries Division ("Washington State Ferries") IN CONSIDERATION of the mutual covenants contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1.0 PURPOSE 1.1 This Agreement establishes the terms under which certain fare payment -related services, referred to herein as "ORCA Services," will be provided to the Business Account, including but not limited to the prices and terms under which the Business Account may purchase and distribute ORCA Business Cards loaded with a Business Passport Product to its Eligible Business Cardholders. Such ORCA Business Cards may be used to access certain Transportation Services of the Agencies. The specific ridership privileges applicable to the Business Passport Product provided under this Agreement are specified in Attachment 1, Products, Pricing and Terms, which is incorporated in this Agreement by this reference, and are subject to Sections 6 and 17 below. 1.2 Attachment 1 also establishes the terms under which specific optional products and services (e.g. use of an ORCA Business Card on vanpool: a guaranteed ride home program), if any, shall be provided by one or more individual Agencies. 1.3 This Agreement also enables the Business Account to purchase Business Choice Products from the Agencies, via the Business Account Website, at the prices and terms in effect at the time of purchase. 1.4 The Business Account understands and agrees that this Agreement applies to its use of ORCA Services including, but not limited to, its purchase of ORCA Business Cards and ORCA Products. This Agreement does not constitute a contract for transportation services. The Agencies have no obligation to the Business Account or any other entity or person to provide any particular level, frequency or routing of transportation service. 2.0 TERM OF AGREEMENT AND CONTACT PERSONS 2.1 This Agreement shall take effect upon the effective date specified in Attachment 1. Unless terminated in accordance with Section 13, this Agreement shall expire on the last day of the Program Term specified in Attachment 1, or an Amended Attachment 1 that has been signed by a person authorized to bind the Business Account. 2.2 The Business Account shall designate a Primary Contact Person in Attachment 2, Designated Representatives, which is incorporated in this Agreement by this reference. This Primary Contact Person shall be ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 1 of 23 3 DocuSign Envelope ID:2AD3F796-7214-47FA-941B-50EF046CB431 responsible for managing the Business Account's roles and responsibilities under this Agreement. A Secondary Contact Person shall also be designated in Attachment 2. The Lead Agency may communicate with and rely upon either the Primary or Secondary Contact Person on matters relating to this Agreement. 3.0 DEFINITIONS 3.1 Business Account. The employer, educational or human services institution, government agency or other entity that has entered into this Agreement enabling it to purchase ORCA Business Cards and ORCA Products for distribution to their employees, students, clients or other constituency. 3.2 Business Account Website. The website used by the Business Account to manage its account, currently at orcacard.biz. 3.3 Business Choice Products. The ORCA Products that may be purchased at retail prices to supplement the ORCA Business Passport Product for one or more Business Cardholders (e.g. a WSF monthly pass) 3.4 Business Cardholder(s) or Cardholder(s). The individual(s) who are eligible to receive an ORCA Business Card from the Business Account. The eligibility requirements for Business Cardholders are more fully defined in Attachment 3, Eligible Business Cardholders, which is incorporated in this Agreement by this reference. 3.5 Business Passport Product. The ORCA Product loaded on the Business Account's ORCA Business Cards under this Agreement that provides the Business Cardholders an unlimited right -to -ride the regularly scheduled Transportation Services of, or operated by, certain Agencies to the extent specified in Attachment 1. 3.6 Card Block. An ORCA system process that culminates in invalidating an ORCA Business Card. 3.7 Lead Agency. The Agency that entered into this Agreement on behalf of itself and the other Agencies and that is responsible for administration of this Agreement on behalf of the Agencies, including invoicing, contract modifications and renewals, and ORCA system support. 3.8 ORCA. The trademarked name of the system that enables use of a common fare card on the public transportation services provided by any of the Agencies. 3.9 ORCA Business Card (or "Business Card'). An ORCA fare card issued to a Business Account to enable the loading of ORCA Products for use by a Cardholder to whom it was distributed by the Business Account to access Transportation Services as specified in Attachment 1. 3.10 ORCA Products. Any transit fare payment mechanism or electronic voucher offered for sale within the ORCA system by any of the Agencies. Examples include, but are not limited to, monthly or period pass, E-purse, and electronic voucher. 3.11 ORCA Services. The materials and services that may be provided, from time to time, under the ORCA program, including but not limited to the ORCA Business Cards, ORCA Products, ORCA Websites, data, information, and any equipment, systems and services related to the ORCA program. 3.12 Parties. The Business Account and the Agencies (which include the Lead Agency) may be collectively referred to as "Parties." 3.13 Primary Contact Person. The individuals identified as the primary contact points for the Lead Agency and the Business Account, as listed in Attachment 2 or as modified from time to time. 3.14 Product Block. An ORCA system process that culminates in invalidating an ORCA Product without invalidating the card on which it is loaded. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 2 of 23 51 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 3.15 Transportation Services. Those public transportation services provided by the Agencies that are specified in Attachment 1. 4.0 PRICES AND PAYMENT TERMS 4.1 The prices and payment terms applicable to this Agreement are specified in Attachment 1. Such terms shall include: (a) the amounts due for the Business Cards, Business Passport Product, and any other products, services and fees; (b) the timing of payments, and (c) the acceptable method of payment. Each order submitted by the Business Account for ORCA Business Cards and/or any ORCA Products will be subject to the provisions of this Agreement. 4.2 The Business Account's purchase of any Business Choice Products via the Business Account Website will be at the prices and terms in effect at the time of order. The Business Account is responsible for reviewing the prices in effect before submitting each order and shall be deemed to have agreed to the then -applicable prices by submitting the order. 4.3 Payment in full is due as specified in Attachment 1 4.4 If for any reason payment in full is not received by the date due, if a payment is not honored due to non -sufficient funds (NSF) or if for any reason a payment is negated or reversed, the Lead Agency will notify the Business Account of the payment problem and, if full and clear payment is not received within ten (10) calendar days of such notification, the Lead Agency may: 4.4.1 refuse to process new orders for ORCA Business Cards and block the loading of new ORCA Products by or for the Business Account; 4.4.2 assess any late payment, NSF and collection fees to the maximum amount permitted by law; 4.4.3 initiate a Card Block or Product Block on the Business Cards issued to the Business Account, rendering them ineffective for use by the Cardholders, until such time as the Business Account pays the full amount due, including any late payment, NSF and fees, in a manner acceptable to the Lead Agency; and 4.4.4 suspend or terminate access rights to the Business Account's secured area of the website. 4.5 In addition to any other obligations it may have under this Agreement and at law, the Business Account agrees to pay to the Lead Agency any reasonable collection fees incurred in collecting amounts due from the Business Account. 5.0 PURCHASE, OWNERSHIP, DISTRIBUTION AND REPLACEMENT OF ORCA BUSINESS CARDS 5.1 Ordering ORCA Business Cards. The Business Account shall order ORCA Business Cards via the ORCA Business Accounts Website, in accordance with the directions provided on that website, and shall make payment as provided in Attachment 1,. If additional cards are required, the Business Account may be required to pay the standard card fee and other applicable fees as specified in Attachment 1. 5.2 Receipt and Ownership of ORCA Business Cards. Upon actual or constructive receipt of the ORCA Business Cards it has ordered, the Business Account shall become the owner of the ORCA Business Cards. The Business Account shall be deemed to have constructively received all ordered ORCA Business Cards unless it notifies the Lead Agency of any non -delivery or incorrect delivery within thirty (30) days after the order was placed. If the Business Account notifies the Lead Agency that it has not received the ordered cards, the Lead Agency will ship a replacement order. If the Business Account subsequently receives the cards reported as missing, the Business Account is responsible for returning them to the Lead Agency. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 3 of 23 5 DocuSign Envelope ID: 2AD3F796-7214A7FA-9416-50EF046CB431 5.3 Storage and Risk of Loss. The Business Account is responsible for the storage, distribution and use of the ORCA Business Cards issued to it. The Business Account bears the sole risk of any loss, damage, theft or unauthorized use of one of its cards, whether such card is held in its inventory or has been distributed for use. The Business Account is responsible for the cost of any use of its Business Cards until the effective date of a Card Block that may be initiated as provided below. 5.4 Distance Based Transit Fare. The Business Account is responsible for communicating to Cardholders that "distance based fares" are charged on some systems such as: Link light rail, and Sounder commuter rail systems. On distance based fare modes, when the Cardholder "taps on," the ORCA system will record the trip to the last stop on the line. When the Cardholder "taps off' at the end of the ride, ORCA will record the actual ride, The Business Account then will be charged the correct fare for the actual ride taken. If the Cardholder fails to "tap off', then ORCA will record a ride to the end of the line. The result of not "tapping off' is that the Business Account will be charged the largest fare for the ride even if a shorter ride was taken. 5.5 Distribution of ORCA Business Cards. The Business Account is responsible for distributing its Business Cards for use by its Eligible Business Cardholders. The Business Account remains the owner of all Business Cards it distributes but a cardholder may also purchase and load individual ORCA products on a Business Card and individually register the card. To enable Cardholders to register Business Cards as provided in Section 6 below, the Business Account may not register, or allow anyone other than the Cardholder to register, the Business Cards that are issued under this Agreement. The Business Account shall require that the Cardholder, as a condition of receiving a Business Card, is informed of the Cardholder Rules of Use, incorporated in this Agreement as Attachment 4 ORCA Business Cardholder Rules of Use, through your business' standard means of communicating policies. The Business Account understands and agrees that it is solely responsible for implementation and enforcement of the Cardholder Rules of Use. 5.6 Proof of payment. The Business Account is responsible for notifying Cardholders that proof of payment must be made by tapping the ORCA Card on the card reader in the manner required by each Agency; otherwise, the Cardholder may be subject to a fine if the ORCA Card is not tapped, and the Cardholder will be personally responsible for any fines that may be imposed. 5.7 Business Account Access to Personally Identifying Information. If an individual Cardholder opts to register one of the Business Cards issued to the Business Account, any personally identifying information provided to the ORCA System (e.g. name, address, telephone number, and credit card number) will not be accessible by the Business Account. If the Business Account collects any personally identifying information about individuals to whom it has distributed Business Cards, the Business Account is solely responsible for its collection, use, storage and disclosure of such information. 5.8 Card Blocks. In the event a Business Card is determined to be lost or stolen or if a Cardholder is determined by the Business Account to be no longer eligible to use the card, the Business Account may initiate a Card Block via the Business Account Website to invalidate the subject Business Card. The Lead Agency may also initiate a Card Block or a Product Block as to any of the Business Account's Business Cards at the request of the Business Account, or at the sole discretion of the Lead Agency in accordance with Section 4.4, or if it is suspected that a card has been altered, duplicated, counterfeited, stolen or used by an ineligible Cardholder. Once initiated, a Card Block must be processed in the ORCA system and downloaded to all reader devices throughout the region. Until that occurs, there is the potential that the Business Passport Product and any E-purse value or other ORCA Products on the subject card will continue to be used. The Business Account, not the Agencies, remains responsible for all transactions, and any loss or costs arising there from, for forty-eight (48) hours after the Card Block was initiated. 5.9 Restoration of Value After Card Block. Following a Card Block, the Business Account may request the Lead Agency to restore value on a replacement of the blocked Business Card. An E-purse on a blocked card will be restored ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 4 of 23 9 DocuSign Envelope ID: 2AD3F796-7214-47FA-941 B-50EF046CB431 on the replacement card in approximately ten (10) calendar days after the replacement card is issued. The E-purse amount that remained on the lost or stolen card, forty-eight (48) hours after the Card Block was initiated in the ORCA system, will be restored to the replacement card via a remote revalue function. An E-purse on a blocked card will be restored on the replacement card on the eighth day after the card has been issued. The card must then be tapped to activate the E-purse value. 5.10 Card Replacement. The Business Account is responsible for ordering and paying for any new cards needed to replace Business Cards that for any reason cease to be available or suitable for use by the Cardholders under the program of the Business Account, including but not limited to, if the unavailability or unsuitability is caused by damage, abuse, loss, theft, Card Block, and end of useful life. Provided, however, and notwithstanding the exclusion of warranties in Section 14, if a Business Card malfunctions within twelve (12) months after it was delivered to the Business Account, it shall be replaced by the Lead Agency without additional charge to the Business Account if the malfunction was caused by a defect in design, material or workmanship and was not caused by misuse, an intentional act, negligence or damage, reasonable wear and tear excepted. The Business Account understands and agrees that to avoid the disruption and inconvenience caused by sporadic failures as its cards are used, it must plan for replacement of its Business Cards on a regular basis. As a condition of continuing under the Business Passport program, the Business Account agrees that: (a) it will retire all of its ORCA Business Cards at sometime within four years after they are issued by the Lead Agency to the Business Account; and (b) purchase replacement Business Cards at the then -applicable rate. 6.0 CARDHOLDER USE OF ORCA BUSINESS CARDS Cardholder Privileges. The Business Account understands and agrees that, although it remains the owner of ORCA Business Cards after distribution, the Cardholder has the following privileges in connection with the use of an ORCA Business Card. 6.1 The Cardholder may present an ORCA Business Card, loaded with a valid, applicable Business Passport or Business Choice Product, to an ORCA fare transaction processor as proof of payment of all or a portion of a required fare on a regular transportation service operated by one or more of the Agencies. (Provided, however, an ORCA Product that is not sufficient to fully pay a fare will not be accepted as partial payment by the Washington State Ferries.) In all cases, a Cardholder will be required to make other payment to the extent a fare is not covered by an ORCA Product. 6.2 The Cardholder may individually purchase ORCA Products and load them on the Business Card in addition to any ORCA Product loaded by the Business Account. Individual ORCA Products may be used to pay all or a portion of a required fare on a transportation service not covered by a Business Passport Product or Business Choice Product. (Provided, however, an ORCA Product that is not sufficient to fully pay a fare will not be accepted as partial payment by the Washington State Ferries.) In all cases, a Cardholder will be required to make other payment to the extent a fare is not covered by an ORCA Product. 6.3 The Cardholder may register his/her name and other contact information with the ORCA System and link such personal information to the serial number of the Business Card provided to him/her. Such registration does not give the Cardholder any ownership rights in the card but does give the Cardholder the right to access the ORCA Cardholder Website to view the card's transaction history and current stored value, to modify travel zone preferences, and to add retail products. 6.4 The Cardholder's personally identifying information is generally exempt from disclosure under the Washington Public Records Act (Chapter 42.56 RCW) as more specifically outlined in RCW 42.56.330(5). 7.0 NO RETURNS OR REFUNDS Except as otherwise provided herein or in Section 13.2, the Business Account understands and agrees that its purchases of Business Cards, and Business Passport Products and Business Choice Products purchased for such ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 5 of 23 7 DocuSign Envelope ID: 2AD3F796-7214-47FA-94'IB-50EF046CB431 cards, are final and it is not entitled to any refunds. Provided, however, the Business Account may request a refund of the E-purse value remaining on a Business Card if the card is surrendered by the Business Account to the Lead Agency. Upon surrender of the subject Business Card, the Lead Agency shall initiate a Card Block and the refund processed approximately ten (10) calendar days after the Card Block was initiated. The E-purse amount refunded will be that which remained on the surrendered card forty-eight (48) hours after the Card Block was initiated in the ORCA system. A processing fee of ten dollars ($10) may be payable by the Business Account to the Lead Agency for each refund that is processed, regardless of E-purse value or number of cards refunded. The Business Account, not the Lead Agency, is responsible for the refunding of such E-purse value, if any, to the individual Cardholder to whom the Business Card had been distributed. 8.0 BUSINESS ACCOUNT WEBSITE 8.1 The Business Account Website is the primary means by which the Business Account shall purchase ORCA Business Cards, Business Passport and Business Choice Products, manage its Business Cards and obtain information about the use of said cards. As a condition of participation in the Business Passport program, the Business Account agrees that it will use the Business Account Website when it is available and that each access and use of said website shall be subject to the Terms of Use and Privacy Statement that are in effect and posted on the Business Account Website at the time of such access and use. 8.2 The Business Account understands and agrees that uninterrupted access to and use of the Business Account Website is not guaranteed and agrees that it will contact its representative at the Lead Agency by email or telephone if the website is not available. 8.3 At the time the Business Account enters into the ORCA program, the Lead Agency will provide a single password to the Business Account's Primary Contact, as specified in Attachment 2, to enable user access to the Business Account's secured area of the Business Account Website. The Business Account is required to change the temporary password to one of its own creation. The Business Account shall be solely responsible for the number and identity of those employees with whom the Business Account's password is shared. The Business Account is also solely responsible for complying with the security standards specified in Attachment 5, ORCA Business Account Security Standards, which is incorporated in this Agreement by this reference. 9.0 INFORMATION PROVIDED BY THE AGENCIES AND THE ORCA SYSTEM 9.1 The Business Account understands and agrees that the data, reports or any information provided to it via the Business Account Website or otherwise, is and remains the sole property of the Agencies and nothing shall be construed as a transfer or grant of any copyright or other property interest in such data, reports or information. The Agencies hereby grant to the Business Account a non-exclusive license to use any data, reports or information provided by the Agencies, via the Business Account Website or otherwise, for any lawful purpose related to the administration of the transportation benefits program of the Business Account. 9.2 The ORCA System will record data each time an ORCA Business Card is presented to an ORCA device for fare payment and to load a product. Such transaction data includes, but is not limited to, the date, time, and location (or route) of the transaction. The Business Account may routinely access such transaction data related to its Business Cards to the extent provided via the Business Account Website. Said website and its reports do not provide the Business Account Business Card transaction data linked to card serial numbers. For the purpose of preventing fraud, the Primary Contact Person of the Business Account may submit a written request to the Lead Agency for transaction data related to a specific card number or for a card number linked to a specific transaction. Fraud is defined as intentional deception or misrepresentation by a person with knowledge that it will result in an unauthorized benefit to him, her, or some other person. The submittal is not intended to be used to request data for multiple cards or all cards managed by the Business Account. The written request shall include the following: ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 6 of 23 i DocuSign Envelope ID: 2AD3F796-721447FA-9416-50EF046CB431 9.2.1 Card number or the date, time and other known details about the specific transaction for which a card serial number is being requested; 9.2.2 Detailed statement as to why the information is germane to the prevention of fraud; and 9.2.3 The signature of the Primary Contact Person. If the Lead Agency determines that the subject transaction(s) is linked to a Business Card issued to the Business Account, the Lead Agency will provide the Business Account with the card serial number linked to the requested transaction(s). The Business Account agrees that it will use such card serial number information only for purposes of enforcing the Rules of Use, as provided to the Cardholder. The Business Account must maintain its own records if it wishes to identify the card serial number issued to an individual. 10.0 PUBLIC RECORDS The Business Account understands and agrees that all records related to its participation in the ORCA System are public records under the Washington Public Records Act (Chapter 42.56 RCW) ("Act"), including but not limited to: (a) this Agreement and the sales activity hereunder; (b) the orders, communications, and any other information provided by the Business Account to the Lead Agency, the other Agencies or the ORCA System, whether provided via this website or otherwise and whether provided in hard copy or electronic form; (c) any communications, responses, requests, reports or information of any kind provided to the Business Account from the Lead Agency, the other Agencies or the ORCA System; and (d) all data, reports and information of any kind related to the loading of products on, and the use of, the Business Cards issued to the Business Account. As public records, these records will be made available for public inspection and copying upon request, unless the Lead Agency determines they are exempt from disclosure. 11.0 INDIVIDUAL USE OF BUSINESS CARD AFTER LEAVING A BUSINESS ACCOUNT The Business Account is encouraged to collect Business Cards from Cardholders who are no longer eligible for the Business Account's transportation benefits program. In any case, the Business Account is solely responsible for initiating a Card Block or Product Block in accordance with this Agreement to prevent any continued use of, and financial liability for, a card that had been distributed to a person who is no longer eligible. 12.0 ORCA SERVICES SUBJECT TO CHANGE The Agencies seek to continually improve and enhance the ORCA Services. With thousands of employers, schools, and other entities entering into business account agreements at varying dates in the year, the Agencies are unable to guarantee to each business account that the ORCA Services will not change during the term of its agreement, The Business Account understands and agrees that one or more ORCA Services may be changed, suspended or terminated from time to time without prior notice to, or agreement by, the Business Account, including but not limited to changes in the look, feel, content and functions of the Business Account Website. If the Business Account is dissatisfied with a change in the ORCA Services, however, it may terminate this Agreement for its convenience in accordance with the provisions of Section 13.2. 13.0 TERMINATION 13.1 The Lead Agency may at any time terminate this Agreement if the Business Account fails to make timely and effective payment of all amounts due, or otherwise materially breaches the Agreement, or acts in manner indicating that it intends to not comply, or is unable to comply, with the Agreement. To effect such a termination for cause, the Lead Agency shall send email notice to the last known email address for the last known primary contact person of the Business Account describing the manner in which the Business Account is in default and the effective date of termination. If the basis for termination is a failure to perform that can be cured, the termination shall not take effect so long as the Business Account cures the default within ten (10) calendar days of the sending of the email notice. Upon the effective date of such termination, the Lead Agency may immediately terminate the website access privileges of the ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 7 or 23 9 DocuSign Envelope ID: 2AD3F796-721447FA-941 B-50EF046CB431 Business Account, block the Business Cards issued to the Business Account and decline to accept and fulfill any pending or new orders from the Business Account. In the event of such a termination for cause, the Business Account shall not be entitled to any refund of any amounts paid. 13.2 Either the Business Account or the Lead Agency may terminate the Agreement without cause and for its own convenience by sending the other party written or email notice at least thirty (30) days in advance of the effective date of the termination. Upon receipt of a notice of termination for convenience from the Business Account, the Lead Agency may, in its sole discretion, waive the advance notice period and immediately terminate the website access privileges of the Business Account, initiate a Card Block on the Business Cards issued to the Business Account, and decline to accept and fulfill any pending or new orders from the Business Account. In the event of such a termination for convenience and not cause, the amounts due under this Agreement shall be calculated by the Lead Agency. (The amounts due for the ORCA Passport Product and any optional products listed in Attachment 1 shall be the annual amounts due prorated for the number of months during which the Passport Product and optional products were valid for at least one day.) If the Business Account has not paid in full all of the amounts due under this Agreement as of the termination date, the Business Account shall immediately pay the remaining amount due. If the Business Account has paid more than all of the amounts due under this Agreement as of the termination date, the Business Account shall be entitled to a refund of the excess it has paid. 13.3 Notwithstanding any termination of the Agreement, the Business Account shall remain liable to satisfy and comply with all of its obligations under this Agreement and at law with regard to, or arising out of, any orders submitted or any of its acts or omissions occurring prior to the effective date of the termination, including but not limited to paying all amounts due or incurred prior to the effective date of the termination and any fees, charges, collection costs or other costs arising from a failure to make timely and effective payment. 14.0 EXCLUSION OF WARRANTIES 14.1 ALL ORCA SERVICES PROVIDED ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ANY USE OF THE ORCA SERVICES IS AT THE BUSINESS ACCOUNT'S SOLE DISCRETION AND RISK. 14.2 BYWAY OF EXAMPLE, AND NOT LIMITATION, THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SPECIFICALLY DO NOT REPRESENT AND WARRANT THAT: A. THE BUSINESS ACCOUNT'S USE OF THE ORCA SERVICES WILL BE UNINTERRUPTED, TIMELY, FREE FROM ERROR AND OTHERWISE MEETING ITS REQUIREMENTS; B. ANY INFORMATION OBTAINED BY THE BUSINESS ACCOUNT AS A RESULT OF USING THE ORCA SERVICES WILL BE ACCURATE AND RELIABLE; AND C. ANY USE OF THE ORCA WEBSITES, INCLUDING BUT NOT LIMITED TO THE CONTENT OR MATERIAL DOWNLOADED FROM SAID WEBSITES, WILL BE FREE OF DEFECTS, VIRUSES, MALWARE, HACKS OR POTENTIALLY HARMFUL INTRUSIONS. 14.3 TO THE EXTENT PERMITTED BY LAW, THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO: ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTIES OF QUIET ENJOYMENT OR NON -INFRINGEMENT; AND ANY WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. 14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE AGENCIES OR THE ORCA SYSTEM SHALL REVISE OR CREATE ANY WARRANTY. 15.0 NOTICES ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 8 of 23 10 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 15.1 Any notice required to be given under the terms of this Agreement shall be directed either by email or regular mail to the Parties' Designated Representatives, as specified in Attachment 2, or to the last person and address provided by a Party in accordance with Section 15.2. 15.2 Each Party shall immediately notify the other Parties of any changes to its Designated Representatives' contact information. The Business Account shall also immediately notify the Lead Agency of any changes in any other information provided in its application. 16.0 FORCE MAJEURE The Agencies and each of them shall be relieved of any obligations under this Agreement to the extent they are rendered unable to perform, or comply with such obligations as a direct or indirect result of a force majeure event, or any other circumstance not within such party's control, including, but not limited to, acts of nature, acts of civil or military authorities, terrorism, fire or water damage, accidents, labor disputes or actions, shutdowns for purpose of emergency repairs, or industrial, civil or public disturbances. 17.0 APPLICATION OF AGENCY FARES AND OTHER POLICIES The purchase, distribution and use of Business Cards and ORCA Products by the Business Account and its Cardholders, and access to and use of the ORCA websites, shall be subject to all applicable federal, state and local law, regulations, ordinances, codes and policies, including but not limited to the ORCA Terms of Use and Privacy Statement (posted on the ORCA websites and available in printed form upon request to the Lead Agency), and the Agencies' respective fares, transfer rules, codes of conduct and other operating policies and procedures. 18.0 PROHIBITED DISCRIMINATION The Business Account shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation, age, or presence of any sensory, mental, or physical handicap in the administration of its transportation benefits program, the provision of ORCA Business Cards and ORCA Products, or the performance of any acts under this Agreement. The Business Account shall comply fully with all applicable federal, state and local laws, ordinances, executive orders and regulations which prohibit such discrimination. 19.0 COMPLIANCE WITH APPLICABLE LAW The Business Account shall be solely responsible for compliance with all applicable federal, state and local laws, regulations, resolutions and ordinances, including, but not limited to, any provisions relating to the Business Account's provision of compensation, benefits or services to employees or others (e.g. including, but not limited to, transportation fringe benefits) and any reporting, tax withholding, or other obligations related thereto. The Business Account expressly acknowledges and agrees that it has not relied on any representations or statements by the Agencies and will not rely on them to provide any legal, accounting, tax or other advice with regard to the Business Account's provision of compensation, benefits or services to employees or others (e.g. including, but not limited to, transportation fringe benefits) and any reporting, withholding or other obligations related thereto. 20.0 LEGAL RELATIONS 20.1 No Partnership, Agency or Employment Relationship Formed. The Business Account and the Agencies are independent parties and nothing in this Agreement shall be construed as creating any joint venture, partnership, agency or employment relationship between and among them or their respective employees, Without limiting the foregoing, the Business Account understands and agrees that none of its employees or agents shall be deemed employees or agent, for any purpose, of any of the Agencies and the Business Account is solely responsible for the acts of its agents and employees and their compensation, wages, withholdings and benefits. 20.2 LIMITATION ON LIABILITY ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 9 of 23 11 DocuSign Envelope ID: 2AD3F796-7214A7FA-941B-50EF046CB431 A. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY HARMLESS FROM, ANY LOSS OR DAMAGE ARISING OUT OF OR RELATED TO: 1. ANY RELIANCE PLACED BY THE BUSINESS ACCOUNT ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY INFORMATION PROVIDED TO THE BUSINESS ACCOUNT BY OR THROUGH THE ORCA SERVICES; 2. ANY CHANGES TO THE ORCA SERVICES OR THE TEMPORARY OR PERMANENT CESSATION OF ANY SUCH SERVICES (OR FEATURES WITHIN A SERVICE); 3. THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY INFORMATION MADE AVAILABLE TO THE BUSINESS ACCOUNT, OR GENERATED BY THE USE OF THE ORCA SERVICES UNDER THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, THE USE OF THE ORCA BUSINESS CARDS ISSUED UNDER THIS AGREEMENT; 4. THE BUSINESS ACCOUNT'S FAILURE TO PROVIDE THE LEAD AGENCY WITH ACCURATE ACCOUNT INFORMATION; AND 5. THE BUSINESS ACCOUNT'S FAILURE TO KEEP INFORMATION SECURE AND CONFIDENTIAL. B. THE LEAD AGENCY AND EACH OF THE OTHER AGENCIES SHALL NOT BE LIABLE FOR, AND THE BUSINESS ACCOUNT HOLDS EACH AGENCY HARMLESS FROM, ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES INCURRED BY THE BUSINESS ACCOUNT UNDER ANY THEORY OF LIAIBILITY, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF TIME, LOSS OF PROFITS, LOSS OF PRIVACY, LOSS OF DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, WHEN SUCH DAMAGES ARISE OUT OF, OR ARE RELATED TO, THIS AGREEMENT OR THE ORCA SERVICES, WHETHER OR NOT ONE OR MORE AGENCIES HAS BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY SUCH DAMAGES ARISING. C TO THE EXTENT ONE OR MORE OF THE AGENCIES INCURS ANY LIABILITY FOR A BREACH OF THIS AGREEMENT, OR ANY DUTY RELATED TO THE ORCA SERVICES, AND SUCH LIABILITY THAT IS NOT EXCLUDED UNDER THE TERMS OF THIS AGREEMENT, THE EXCLUSIVE, AGGREGATE REMEDY AGAINST THE LEAD AGENCY AND EACH OTHER AGENCY WILL BE, AT THE OPTION OF THE APPLICABLE AGENCIES: (A) THE CORRECTION, SUBSTITUTION OR REPLACEMENT OF ALL OR PART OF THE ORCA SERVICES GIVING RISE TO THE BREACH, OR (B) A REFUND OF THE AMOUNT PAID BY THE BUSINESS ACCOUNT FOR THE ORCA SERVICE CAUSING THE DAMAGE, THE AMOUNT OF WHICH WILL NOT EXCEED THE DAMAGES (OTHER THAN THOSE EXCLUDED ABOVE) ACTUALLY INCURRED BY THE BUSINESS ACCOUNT IN REASONABLE RELIANCE. THE DAMAGE EXCLUSIONS AND LIMITATIONS ON LIABILITY IN THE AGREEMENT SHALL APPLY EVEN IF ANY REMEDY FAILS FOR ITS ESSENTIAL PURPOSE. 20.3 No Waiver. The Business Account agrees that if the Lead Agency does not exercise or enforce any legal right or remedy which is contained in the Agreement or under applicable law, this will not be taken to be deemed to be a waiver or modification of the Lead Agency's rights and remedies, and that those rights or remedies will still be available to the Lead Agency. 20.4 Governing Law and Forum. This Agreement and all provisions hereof shall be interpreted and enforced in accordance with, and governed by, the applicable law of the State of Washington and of the United States of America without regard to its conflict of laws provisions. The exclusive jurisdiction and venue for conducting any legal actions ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 10 of 23 12 DocuSign Envelope ID:2AD3F796-7214-47FA-941B-50EF046CB431 arising under this Agreement shall reside in either the Federal District Court or the State of Washington Superior Court, as applicable, that is located in the county in which the Lead Agency's primary administrative office is located. The Business Account hereby consents to personal jurisdiction and venue in said courts and waives any right which it might have to conduct legal actions involving the Agencies in other forums. 20.5 Attorneys' Fees and Costs. In the event of litigation between the parties related to this Agreement, the Court is authorized to award the substantially prevailing party its costs, fees and expenses including reasonable attorney fees to the extent authorized by the Court and permitted by applicable law. 20.6 Survival. Sections 4, 5, 9, 14 and 20 shall survive and remain effective notwithstanding any termination of this Agreement. 20.7 Use of ORCA name and logos. The Business Account understands and agrees that the "ORCK name and logos are trademarked and that it will not copy or use them and any other trade names, trademarks, service marks, logos, domain names, and other distinctive features or intellectual property of the Agencies without written permission. The Agencies understand and agree the Business Account name and logo may be trademarked and that it will not copy or use them and any other trade names, trademarks, service marks, logos, domain names, and other distinctive features or intellectual property of the Business Account without written permission. 21.0 SUCCESSORS AND ASSIGNS This Agreement and all terms, provisions, conditions and covenants hereof shall be binding upon the parties hereto, and their respective successors and assigns; provided, however, no Party may assign or delegate the duties performed under this Agreement without the written agreement by the Lead Agency, the Business Account and the assignee. 22.0 ENTIRE AGREEMENT AND WRITTEN AMENDMENTS This Agreement constitutes the entire agreement between the Business Account and the Lead Agency, on behalf of all Agencies, related to the Business Account's use of and access to ORCA Services (but excluding any services which Lead Agency may provide under a separate written agreement), and completely replaces and supersedes any prior oral or written representations or agreements in relation to fare media consignment and sales or to ORCA Services. No oral agreements or modifications will be binding on the parties and any changes shall be effective only upon a written amendment being signed by the parties. 23.0 SEVERABILITY In the event any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable or invalid, then the meaning of that provision shall be construed, to the extent feasible, to render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of the Agreement which shall remain in full force and effect unless the provisions that are invalid and unenforceable substantially impair the value of the entire Agreement to any party. 24.0 AUTHORITY TO EXECUTE Each party to this Agreement represents and warrants that: (i) it has the legal power and authority to execute and perform this Agreement and to grant the rights and assume its obligations herein; and (ii) the person(s) executing this Agreement below on the party's behalf is/are duly authorized to do so, and that the signatures of such person(s) is/are legally sufficient to bind the party hereunder. 25.0 COUNTERPARTS This Agreement may be executed in two (2) counterparts, each one of which shall be regarded for all purposes as one original. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 11 of 23 13 DocuSign Envelope ID: 2AD3F796-721447FA-941B-50EF046CB431 IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have executed this Agreement ac of the FffactivP r)atP. BUSINESS ACCOUNT City of Tukwila LEAD AGENCY �ocuSigned by: BY: BY: I / DATE: ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Christi Masi Program Manager DATE: 11/20/2019 Page 12 of 23 14 DocuSign Envelope ID: 2AD3F796-7214A7FA-941B-50EF046CB431 Attachment 1 PRODUCTS, PRICING AND TERMS — BUSINESS PASSPORT FLAT RATE Business Account: City of Tukwila Business Account Federal Tax ID #: 91-6001519 ORCA Business ID#: Agreement Type: New Contract Program Term:January 01, 2020 - December 31, 2020 Business Pass ort Flat Rate Products • Valid for full fare and unlimited rides on: Bus: Community Transit, Everett Transit, King County Metro, Kitsap Transit, Pierce Transit and Sound Transit = Ferry: King County Water Taxi and Kitsap Local Ferries and Fast Ferries Monorail = Rail: Sound Transit Link light rail and Sound Transit Sounder (including Rail Plus partnership with Amtrak Cascades) Seattle Streetcar Access Transportation: Service on King County Metro and Kitsap Transit • Vanpool: 100% fare subsidy on Community Transit, King County Metro, Kitsap Transit, and Pierce Transit vanpool vans • Vanshare: 100% subsidy on Community Transit, King County Metro, Kitsap Transit and Pierce Transit vanshare vans • Guaranteed Ride Home: Up to eight rides home per employee. (For details, see Attachment 6 Emergency Guaranteed Ride Home, or call: 425-450-4555) Passport Zone and Worksite Location Employees Rate per Annual ErnploRyee Cost King County Suburbs 6200 Southcenter Boulevard, Tukwila, 250 $289.78 $72,445.00 WA 98188 New Cards 250 X 1 $5.00 $1,250.00 Total I 2f $73,695.00 Emergency Guaranteed Ride Home Emergency guaranteed ride home service provides up to eight rides per employee. See Attachment 6. Vanpool and Vanshare Service The vanpool/vanshare subsidy dollar amounts specified above are based on the estimated usage by Eligible Employees of each included Agency's vanpool/vanshare services. If the vanpool/vanshare dollar amount specified above is less than the amount due for actual usage by Eligible Employees for any of the included Agency's van pool/van share services under this Agreement, the provider Agency may invoice the Business Account for the additional use. If the Business Account enters into a successor agreement to this Agreement, the difference between the specified amount above and the actual amount due each included Agency under this Agreement will be calculated. An overpayment under this Agreement will be subtracted from the amount specified in the successor agreement. A deficit under this Agreement will be added to the amount specified in the successor agreement, if the provider Agency did not submit a supplemental invoice. If this Agreement is terminated or expires without the Business Account entering into a successor agreement, the difference between the specified amount above and the actual amount due each included Agency under this Agreement will be calculated. An overpayment under this Agreement will ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 13 of 23 15 DocuSign Envelope ID: 2AD3F796-7214-47FA-9416-50EF046CB431 be credited against any amount still due from the Business Account, or reimbursed by the provider Agency if none is still due. A deficit under this Agreement shall become immediately due and payable by the Business Account to the provider Agency. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 14 of 23 16 DocuSign Envelope ID: 2AD3F796-721447FA-941B-50EF046CB431 Business rassport t-iat Kate rayment i erms • 1/4 in 60, 90, 180 and 270 days • Payment due per the above terms. Invoice will be sent by King County Finance. 4rlditinnal Information Additional Card Orders During the agreement term additional cards can be ordered at the standard card fee only. Amount of Eligible Employee contribution (Note: employees may contribute up to 50% of the Annual Rate per Employee) 6200 Southcenter Boulevard, Tukwila, WA 98188 - $0 RiisinPs- Choice Products ;hoice Products purchased by the Business Account will be prepaid by check or credit card, at prevailing etail rates. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 15 or 23 17 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Attachment 2 DESIGNATED REPRESENTATIVES BUSINESS ACCOUNT - Primary LEAD AGENCY - Primary Name Juan Padilla Rocco Devito Title Human Resources Director Project/Program Manager II Business Name City of Tukwila Address 6200 Southcenter Boulevard 201 S Jackson St, KSC-TR-0326 Tukwila, WA 98188 Seattle, WA 98104 Telephone (206) 433-1852 (206) 263-3391 E-Mail juan.padilla@tukwilawa.gov rdevito@kingcounty.gov BILLING INFORMATION LEAD AGENCY - Technical Support Name Erika Eddins Lead Agency Representative Title Human Resources Analyst Business Name City of Tukwila Address 6200 Southcenter Boulevard 201 S Jackson St, KSC-TR-0326 Tukwila, WA 98188 Seattle, WA 98104 Telephone (206) 433-1816 (206) 477-3700 E-Mail erika.eddins@tukwilawa.gov business.leadagent@kingcounty.gov ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 16 of 23 in DocuSign Envelope ID: 2AD3F796-721447FA-9416-50EF046CB431 Attachment 3 ELIGIBLE BUSINESS CARDHOLDERS Definition and Number of Eligible Participants Definition of Eligible All benefit -eligible employees: Participants 6200 Southcenter Boulevard, Tukwila, WA 98188 Number of Eligible 250 Participants ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 17 of 23 19 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Attachment 4 ORCA BUSINESS CARDHOLDER RULES OF USE As a Business Account Cardholder, I agree to the following: 1. I understand that the ORCA Business Card is owned by the employer that provided it to me and it has been provided to me for my personal use only. I agree that I will not sell or transfer my assigned ORCA Card to another person. If I violate these terms of use, my ORCA Card may be blocked from further use. 2. 1 will keep my assigned ORCA Business Card secure and in good condition, and I will immediately report a lost, stolen, or damaged ORCA Business Card to my company's Transportation Coordinator. I understand an ORCA Business Card will be replaced at the fee charged by my company. 3. 1 will return my assigned ORCA Business Card upon request or when I leave my employment or otherwise do not meet the eligibility requirements of my company. If I do not return my ORCA Business Card, I understand that it may be blocked for further use. 4. 1 understand that my ORCA Business Card is valid for the following provided by the listed transportation Agencies. a. 100% of fares on regularly scheduled transportation service on Community Transit, Everett Transit, King County Metro, King County Water Taxi, Kitsap Transit and Kitsap Ferries, Monorail, Pierce Transit, Sound Transit, and Seattle Streetcar. b. 100% of vanpool and vanshare fares on vanpool services provided by Community Transit, Kitsap Transit, Metro Transit, and Pierce Transit. 5, 1 understand and will comply with policies of my employer or other institution that provided my ORCA Business Card. 6. 1 understand that the ORCA Business Card is not valid for fare payment on transportation services not specified in Section 4 and I am responsible for paying any additional fares required for services not covered, or not fully covered, by my assigned ORCA Business Card. 7. 1 understand that any additional ORCA Products I load onto my assigned ORCA Card will become the property of the company that owns my ORCA Business Card and the refund, if any, of such products will be made by the company according to its refund policy. 8. 1 understand in the event any ORCA Products I load onto my assigned ORCA Card must be replaced, I am responsible for any fares required during the replacement period. 9. 1 understand the ORCA system will record data each time I use my assigned ORCA Business Card. Data will include the date, time and location of the card when it is presented. I understand this data is owned by the transit Agencies and is accessible to the company that owns my ORCA Business Card. 10. 1 understand that the ORCA Card must be "tapped" on a card reader to show proof of fare payment or issuance of a valid fare. Merely showing the ORCA Card on a bus, train, ferry or light rail vehicle does not constitute proof of fare payment or issuance of a valid fare. I will be subject to a fine if the ORCA Card is not "tapped," and I understand I will be personally responsible for any fines that may be imposed. 11. 1 understand that for the correct fare to be recorded, I must "tap" off on a card reader when exiting some transit systems. For example, I must "tap" off when exiting from a Sounder train or Link light rail. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 18 of 23 20 DocuSign Envelope ID: 2AD3F796-7214-47FA-9416-50EF046CB431 I acknowledge the receipt of my ORCA Business Card, and understand and agree to the terms stated above on using the ORCA Business Card. Employee's Signature / Date Employee's Printed Name / Date Transportation Coordinator Use Only — ORCA Card returned: Employee's Signature / Date ORCA Card Serial# ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 19 of 23 21 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Attachment 5 ORCA BUSINESS ACCOUNT SECURITY STANDARDS 1.0 Application Security 1.1 At the time the Business Account enters into the ORCA program, the Lead Agency will provide a single Business Account user id and temporary password to the Business Account's Primary Contact (as specified in Attachment 2, Designated Representatives, to enable access to the Business Account's area of the Business Account Website. 1.2 The Business Account shall immediately change the temporary password to a strong password that meets the following criteria: a. Length - At least eight (8) characters in length or the maximum length permitted by the ORCA system, whichever is shorter. b. Elements - Contains one each of at least three (3) of the following four (4) elements: 1. English upper case letters (A, B, C...) 2. English lower case letters (a, b, c... ) 3. Westernized Arabic numbers: 0, 1, 2...9 4. Special characters: (@, #, %... ) 1.3 The Business Account shall restrict access to the ORCA Business Account Website by providing its user id and password to only the employee(s) who have a business "need to know" and who are authorized by the Business Account as "system user(s)". 1 A Access to the ORCA Business Account Website is restricted to the purpose of authorized administrative support for the ORCA Business Account program 1.5 The Business Account's password shall be changed at least quarterly but also immediately upon (a) a system user leaving the Business Account's employment or otherwise losing his/her status as an authorized user; and (b) the Business Account learning that the password has been obtained by unauthorized persons or entities. 1.6 The Business Account's Primary Contact will review security policies and guidelines with system users at least quarterly. 2.0 Physical Security 2.1 The Business Account shall require system users, when not at their workstations, to log off the Business Account Website, or lock their screen using a password protected screen -saver in order to prevent unauthorized access. 2.2 ORCA card stock shall be kept in a secure/locked location with access limited to those administering the program. 2.3 The Business Account shall require its employees to keep printed reports containing account information in a secure location. 3.0 Incident Management 3.1 The Business Account shall report any security incident or suspected incident immediately to the Lead Agency. Examples of possible security incidents would be: introduction of computer viruses, unauthorized transactions or blocked cards, or lost or stolen card stock. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 20 of 23 22 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Attachment 6 HOME FREE GUARANTEE PROGRAM Home Free Guarantee (hereinafter, "HFG") is a King County program that guarantees payment for taxi fares incurred by Eligible Employees who meet the eligible criteria, as set forth below, and taken in accordance with the terms set forth below. HFG is the emergency guaranteed ride home service mentioned in Attachment 1 of the ORCA Business Passport Agreement. 1.0 DEFINITIONS 1.1 Approved Commute Modes Eligible Employees must have commuted from their principal residence, transit center, or park & ride lot to the Business Account's worksite by one of the following modes: bus, train, carpool, vanpool, walk-on or bicycle -on ferry, bicycle, or walk. 1.2 Eligible Reasons For Using HFG The following are eligible reasons for using HFG: a. Eligible Employee's or family member's unexpected illness or emergency. b. Unexpected schedule change such that the normal commute mode is not available for the return commute to the starting place of their commute. Unexpected means the employee learns of the schedule change that day. c. Missing the employee's normal return commute to the starting place of their commute for reasons, other than weather or acts of nature which are beyond the employee's control, and of which they had no prior knowledge. For example, the employee's carpool driver left work or worked late unexpectedly. 1.3 Non -Eligible Reasons For Using HFG Reasons which are not eligible for HFG use include, but are not limited to, the following: a. Pre -scheduled medical or other appointments. b. To transport individuals who have incurred injury or illness related to their occupation. An HFG ride should NEVER be used where an ambulance is appropriate, nor should an HFG ride replace Business Account's legal responsibility under workers' compensation laws and regulations. c. Employee termination or reductions in force. d. Other situations where, in the opinion of the Business Account's Program Coordinator, alternate transportation could have been arranged ahead of time. 1.4 Eligible Destinations For An HFG Ride a. From the Business Account's worksite to the Eligible Employee's principal place of residence. b. From the Business Account's worksite to the Eligible Employee's personal vehicle, e.g. vehicle located at a transit center or park & ride lot. c. From the Business Account's worksite to the Eligible Employee's usual commute ferry terminal on the east side of Puget Sound. 1.5 Intermediate Stops Intermediate stops are permitted only if they are of an emergency nature and are requested in advance by the Eligible Employee and are authorized in advance of the HFG ride by the Business Account's Program Coordinator (i.e. pick up a necessary prescription at a pharmacy; pick up a sick child at school). 2.0 BUSINESS ACCOUNT RESPONSIBILITIES 2.1 HFG Program Payment ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 21 of 23 23 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 Business Account's payment for HFG services is accounted for in the base price of the ORCA Business Passport Agreement, as indicated in Attachment 1. 2.2 Program Coordinator Business Account shall designate as many Program Coordinators as necessary to administer and perform the necessary HFG program tasks as set forth in this Attachment. 2.3 Number Of HFG Rides Per Eligible Employee Business Account shall ensure that each Eligible Employee does not exceed eight (8) HFG rides per twelve (12) month period. 2.4 Access to Service Business Account shall make information about how to access HFG rides available to all Eligible Employees. 3.0 HFG PROGRAM TASKS 3.1 Process To access HFG rides, Eligible Employees shall contact the Program Coordinator. The Program Coordinator shall call directly an answering service provider, contracted for by King County. The phone number is 425-4504555. Program Coordinator shall screen and obtain the following information from the Eligible Employee, and provide the information to the answering service provider as part of arranging the taxi ride for the Eligible Employee. a. Verify the Eligible Employee has commuted to the worksite by an eligible mode. b. Verify the Eligible Employee has an eligible reason and eligible destination for an HFG ride. 3.2 Reporting a. Once an Eligible Employee takes the emergency taxi ride, obtain from the Eligible Employee a completed receipt of the taxi trip. b. Business Account's Program Coordinator shall forward copies of such receipts to King County at the end of each month for record keeping and accounting purposes. 4.0 KING COUNTY RESPONSIBILITIES 4.1 Participating Taxi Business Account(s) Business Account agrees that neither King County nor answering service provider is responsible for providing transportation services under the HFG program. Business Account further agrees that King County makes no guarantee or warranty as to the availability, quality or reliability of taxi service, and that King County's sole obligation under the program is to make payment of the taxi provider for trips actually taken in accordance with the terms of this Agreement. Business Account agrees it shall make no claims of any kind or bring any suits of any kind against King County for damages or injuries of any kind arising out of or in any way related to the HFG program. Without limiting the foregoing and by way of example only, the Business Account agrees that King County shall not be liable for any injuries or damages caused by negligence or intentional acts occurring before, during or after a taxi ride or for any injuries or damages caused by failure of a taxi to provide a ride due to negligence, intentional acts or causes beyond the taxi's control, including but not limited to incidence of fire, flood, snow, earthquake or other acts of nature, riots, insurrection, accident, order of any court or civil authority, and strikes or other labor actions. 4.2 Payment Of Authorized HFG Taxi Fares King County shall pay the metered fare amount of a Business Account's Program Coordinator -authorized HFG ride, as defined in the DEFINITIONS section above, for a one-way distance of up to sixty (60) miles. Business Account or Eligible Employee taking the ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 22 of 23 24 DocuSign Envelope ID: 2AD3F796-7214-47FA-941B-50EF046CB431 HFG ride shall pay any fare for a one-way distance in excess of sixty (60) miles. King County shall not pay any taxi driver gratuity. Taxi driver gratuity will be at the sole discretion of Business Account or the Eligible Employee taking the HFG ride. 4.3 Reporting King County shall keep a complete record of all authorized HFG ride requests and provide a copy of this record to Business Account's designated Contact Person if requested. 4.4 Program Abuse King County reserves the right to investigate and recover costs from the Business Account of intentional abuse of the HFG program by Eligible Employees. Program abuse is defined as, but not limited to, taking more than the maximum eight rides per agreement period, taking trips for inappropriate reasons, unauthorized destinations and intermediate stops, and pre -scheduled appointments not defined in the DEFINITIONS section above. ORCA Passport Agreement City of Tukwila - BAID: January 1, 2020 - December 31, 2020 Page 23 of 23 25 26 Certificate Of Completion Envelope Id: 2AD3F796721447FA941B50EF046CB431 Subject: Documents for your DocuSign Signature - City of Tukwila Initial Contract Jan20 Source Envelope: Document Pages: 23 Signatures: 2 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 11/20/2019 9:55:26 AM Security Appliance Status: Connected Storage Appliance Status: Connected Signer Events Juan Carlos Padilla juan.padilla@tukwilawa.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 11/20/2019 10.03:04 AM ID: 3a4dl208-808b-46cd-bfcb-30efl4b33815 Christi Masi christi.masi@kingcounty.gov Transit Chief -Customer Svcs King County Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Witness Events Notary Events Holder: Rocco Devito rdevito@kingcounty.gov Pool: FedRamp Pool: King County Signature ocuslq nad bY.ED� (,"s Padilla EMCF7511744D4... Signature Adoption: Pre -selected Style Using IP Address: 216.190.24.4 Do S{gned by: Signature Adoption: Uploaded Signature Image Using IP Address: 198.49.222.20 Signature Status Status Status Status Status Signature Signature Docuf��_ n, W SECURED Status: Completed Envelope Originator: Rocco Devito 401 5th Ave Suite 600 Seattle, WA 98104 rdevito@kingcounty,gov IP Address: 13.108.236.8 Location: DocuSign Location: DocuSign Timestamp Sent: 11/20/2019 9:56:52 AM Viewed: 11 /20/2019 10:03:04 AM Signed: 11/20/2019 10:03:52 AM Sent: '11/2.0/2019 10:03:54 AM Viewed: 11/20/2019 1:20:41 PM Signed: 11/20/2019 1:20:46 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp 27 Envelope Summary Events Status Envelope Sent Hashed/Encrypted Certified Delivered Security Checked Signing Complete Security Checked Completed Security Checked Payment Events Status Electronic Record and Signature Disclosure Timestamps 11/20/2019 10:03:54 AM 11/20/2019 1:20:42 PM 11/20/2019 1:20:46 PM 11/20/2019 1:20:46 PM Timestamps Electronic Record and Signature Disclosure created on: 2/1/2018 6:03:55 AM Parties agreed to: Juan Carlos Padilla ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Carahsoft OBO King County ITD (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Two firms submitted proposals for consideration: Kenyon Disend, PLLC and Ogden, Murphy, Wallace, PLLC. Below is a brief summary of the proposed team and fee structure. The attached proposals provide each firm's qualifications, philosophy and approach to providing attorney services to Tukwila. Kenyon Disend, PLLC Ogden Murphy Wallace, PLLC Proposed City Mike Kenyon, City Attorney Kari Sand, City Attorney Attorney Lisa Marshall, Deputy City Attorney Daniel Kenny, Assistant City Attorney Team Andrew Tsoming, Assistant City Attorney Emily Miner, Associate City Attorney Alexandra Kenyon, Assistant City Attorney Proposed Monday: City Attorney Monday: City Attorney Compensation Tuesday: City Attorney and Asst. City 10:30 AM — 7 PM Onsite 24 Attorney Tuesday: City Attorney Hours per Wednesday: Asst. City Attorney 9 AM — 5:30 PM week & Thursday: Asst. City Attorney Attendance at 8 AM — 4:30 PM Regular Council Meetings $29,467 per month $33,940 per month $6,800 /wk. x52 weeks/12 months Per Year @ 24 $407,280 per year $353,604 per year Hours per week Proposed $46,840 per month $51,133 per month Compensation ($11,200 p/wk. x52 weeks/12 months) 40 hours per week Per Year @ 40 $562,080 per year $613,596 per year Hours per week Both firms have been invited to participate in the next phase of the proposal process which will include interviews on February 14, 2020 and a presentation to City Council at the February 24, 2020 Committee of the Whole meeting. This item is then scheduled for action by the City Council at the March 2, 2020 regular meeting. ATTACHMENTS: Proposals 33 34 January 23, 2020 Cheryl Thompson City of Tukwila Mayor's Office 6200 Southcenter Blvd. Tukwila, Washington 98188 Re: Response to Request for Qualifications and Proposals for City Attorney Services Dear Ms. Thompson: Thank you for the opportunity to respond to the City of Tukwila's Request for Qualifications and Proposals for City Attorney Services. It's been our firm's distinct privilege to serve Tukwila as City Attorneys since 1995. We would be honored to continue in that role, and we look forward to the opportunity to meet with the Mayor, staff, and members of the City Council to discuss the City's needs and our qualifications in greater detail. As requested, please find enclosed our response material, and more specifically an original and twelve copies of our Statement of Qualifications and Proposal, and an electronic copy provided on a thumb drive. Please let us know if you have any questions regarding the enclosed material, or any other matter. Thank you again. Very truly yours, KENYON DISEND, PLLC G Michael R. Kenyo Enclosure cc: Andrew D. Tsoming Lisa M. Marshall Hillary Evans Graber Alexandra L. Kenyon Doug F. Mosich Kenyon Disend, PLLC I The Municipal Law Firm I I I Front Street South I Issaquah, WA 98027-3820 I Tel: (425) 392-7090 I Fax: (425) 392-7071 1 www.kenyondisend.com 35 36 RESPONSE TO REQUEST FOR QUALIFICATIONS AND PROPOSALS FOR CITY ATTORNEY SERVICES January 23, 2020 Kenyon Disend, PLLC I The Municipal Law Firm I I I Front Street South Issaquah, WA 98027-3820 1 Tel: (425) 392-7090 I Fax: (425) 392-7071 I ..kenyondisend.com 37 TABLE OF CONTENTS I. GENERAL INFORMATION AND CORE VALUES............................................................ I 1I. CITY ATTORNEY AND TEAM............................................................................................2 Michael R. Kenyon — Proposed City Attorney.........................................................................2 Lisa M. Marshall — Proposed Deputy City Attorney................................................................2 Andrew D. Tsoming — Proposed Assistant City Attorney.......................................................2 Alexandra L. Kenyon — Proposed Assistant City Attorney......................................................3 OtherAttorneys........................................................................................................................3 HillaryEvans Graber.................................................................................................................... 3 DougMosich................................................................................................................................ 3 LaceyHatch......................................................................................................................4 LondiLindell....................................................................................................................4 Paralegal and Administrative Staff...........................................................................................4 III. QUALIFICATIONS AND EXPERIENCE..............................................................................5 A. Municipal Legal Advice...................................................................................................5 B. Liability and Risk Management........................................................................................5 C. Litigation...........................................................................................................................6 D. Land Use...........................................................................................................................6 E. Eminent Domain and Right of Way Acquisition..............................................................8 F. Labor and Employment Law..........................................................................................10 G. Code Enforcement..........................................................................................................10 H. Telecommunications, Cable, Open Video, and Private Communications Issues as Applied to Municipal Governments................................................................I I I. Public Construction Law.................................................................................................11 J. Open Public Meetings Act and Public Records Act............................................................11 IV. METHOD OF PROVIDING SERVICES TO TUKWILA....................................................12 V. PROPOSED COMPENSATION...........................................................................................13 VI. ADDITIONAL STATEMENTS AND DISCLOSURES.......................................................13 A. Diversity, Equity and Inclusion......................................................................................13 B. Potential Conflicts of Interest with Tukwila...................................................................14 C. No Litigation in Which Tukwila, Tukwila Employee, or Another Municipality was a Named Defendant............................................................................14 D. Disclosure of Pending Litigation or Judgments..............................................................14 VII. REFERENCES......................................................................................................................14 d I. GENERAL INFORMATION AND CORE VALUES Mike Kenyon founded Kenyon Disend, PLLC in 1993 for the express purpose of serving Washington cities. Over the years, we've proudly served as city attorneys and special counsel to dozens of cities, as well as select counties and other public agencies. We devote our practice exclusively to municipal law services. Importantly, we do not represent developers or others who take positions adverse to cities. We never have, and we never will. Our firm currently serves as city attorneys for the cities of Cle Elum, Langley, North Bend, Sammamish, Sultan, and Tukwila, and for the Town of Friday Harbor. We also provide special counsel services, including litigation, eminent domain, land use, shoreline permitting, public works, code enforcement, annexations, Growth Management Act (GMA) compliance, labor and employment including proceedings before the Public Employment Relations Commission (PERC), telecommunications and cable, public records, open meetings, public contracting, and a wide variety of other legal services. Our current and recent clients for special counsel services include Bainbridge Island, Bellevue, Bothell, Burien, Federal Way, Kennewick, Kirkland, Lacey, Lakewood, Mercer Island, Municipal Research & Services Center (MRSC), Olympia, Port Angeles, Puyallup, Renton, Richland, Ridgefield, Seattle, Shoreline, Sno- Isle Libraries, Skykomish, Si View Metropolitan Park District, Spokane, Tacoma, Tenino, Tumwater, the Washington State Bar Association, and Lewis and Mason Counties. Our firm's foundation is public service, delivered with integrity, accountability, and excellence. In providing that service, our firm has been committed for more than 26 years to three Core Values: Access, Timeliness of Response, and Value. ➢ Access. Our accessibility has always been a hallmark of our service excellence. In the early days of our firm, before the advent of the internet and cell phones, we outfitted our attorneys and staff with pagers in order to enhance our accessibility. That commitment continues today with availability in person at City Hall, and also via cell phone, e-mail, text, and Skype. All of our attorneys, and all of our valued staff, work full-time on municipal law issues. Tukwila will have timely access to legal services whenever needed. ➢ Timeliness of Response. We provide timely, thorough responses to legal issues facing our clients. We move quickly to solve problems efficiently. Tukwila would not be well served if we provided excellent work product at some point after it was actually needed. We work with our clients to determine necessary deadlines in advance, and then ensure that our work product is delivered on time. ➢ Value. Simply stated, you can count on us to deliver high -quality municipal legal services for a reasonable fee. We're honest, straight -forward, and reliable. We provide our advice in plain terms, and we've done so since 1993. 39 I1. CITY ATTORNEY AND TEAM If selected by Tukwila to continue to serve as Tukwila's City Attorney, Mike Kenyon would lead our team and serve as the City Attorney. Lisa Marshall would serve as Deputy City Attorney, and Andrew Tsoming and Alexandra Kenyon would continue as Assistant City Attorneys. The Tukwila team would also be supported by a staff of three paralegals with a combined 63 years of paralegal experience, 52 of which have been exclusively devoted to serving our municipal clients. Michael R. Kenyon — Proposed City Attorney. Mike has been practicing law since 1986. In 1988, Mike first began to serve the City of Tukwila and has limited his practice exclusively to municipal law since then. Over his career, Mike has served as city attorney or special counsel for dozens of Washington cities. Mike's practice includes all areas of municipal law, with a focus on eminent domain, land use, open public meetings and public records issues, public nuisance abatement matters, and constitutional law. Mike is available to attend regular City Council meetings, and other special meetings and study sessions as needed. During vacation or other leave, Deputy City Attorney Lisa Marshall would step in. Mike will also continue to regularly be present for office hours and other services at City Hall, and will otherwise remain available by phone and e-mail. Lisa M. Marshall — Proposed Deputy City Attorney. Lisa Marshall recently returned to Kenyon Disend specifically to play a key role in serving the City of Tukwila. Lisa's legal career now spans 25 years, and began at Kenyon Disend where she became a partner. Lisa was then recruited by a firm client to serve as the in-house City Attorney. Lisa's career has included stints as the in-house City Attorney for Newcastle, Bainbridge Island, and most recently Burien. Lisa brings another layer of senior leadership, wise counsel, and deep experience in municipal law to Tukwila. While well -versed across the municipal law spectrum, Lisa emphasizes the fields of labor and employment, wireless communications, franchise agreements with wireless carriers, drafting wireless codes, public records and open meetings issues, and land use and State Environmental Policy Act (SEPA)/National Environmental Policy Act (NEPA) issues including successful defense of cities' Shoreline Master Programs. Andrew D. Tsoming — Proposed Assistant City Attorney. Andrew has served as an Assistant City Attorney for Tukwila since joining Kenyon Disend in 2018, and has worked on a wide range of issues and opportunities for the City as well as many of our other clients. Andrew will continue in that important role. Andrew joined Kenyon Disend after nearly eight years with the Seattle City Attorney's Office, including stints as a Deputy 2 .N Prosecuting Attorney and Precinct Liaison Attorney with the City's Civil Division. As Precinct Liaison Attorney, Andrew provided legal advice to numerous City departments including fast- moving issues involving the Seattle Police Department, collaborated with City departments to address community regulatory issues, and facilitated community and intergovernmental communication and cooperation. Alexandra L. Kenyon — Proposed Assistant City Attorney. Alexandra currently serves as an Assistant City Attorney for Tukwila, supporting all City departments and with an emphasis on public records issues and civil forfeiture matters. Alexandra also serves as civil forfeiture counsel to Renton, Bellevue, and Kirkland. Now in her fifth year of municipal law practice, Alexandra is the Cle Elum City Attorney where, among other projects, she is managing the negotiation of multiple development agreements under which more than 2,000 residential units and nearly 30 acres of commercial and retail development are at issue. She also handles other special projects for many Kenyon Disend clients, including public records and open public meetings issues, land use, condemnation, code enforcement, and real and personal property civil forfeitures. Other Attorneys. The proposed Kenyon Disend Team would also be able to call on the experience of Hillary Evans Graber, Doug Mosich, Londi Lindell, and Lacey Hatch. Hillary Evans Graber. Hillary brings 16 years of experience to Tukwila. Hillary joined Kenyon Disend in 2017, after almost nine years in the Civil Division of the Snohomish County Prosecuting Attorney's Office and four years in private practice. Her diverse practice at Snohomish County included significant litigation and risk management roles, as well as counsel and other services to the Human Resources department. Hillary's experience includes regular advice on labor and personnel matters, managing Equal Employment Opportunity (EEOC) claims, and litigating employment law cases. During her time with Kenyon Disend, Hillary has rewritten personnel policies and routinely provided advice regarding employment issues including several grievances involving Tukwila Police personnel, all of which were resolved without resort to arbitration. Hillary also has experience negotiating labor agreements with unions and police guilds on behalf of various municipalities. Additionally, Hillary defended Snohomish County in a variety of civil litigation matters, including land use, civil rights, employment, and tort claims in both state and federal courts and on appeal. Her practice included extensive work with the Snohomish County Sheriff rewriting and training on use of force and pursuit policies. Doug Mosich. Doug Mosich is Of Counsel to the firm and began practicing environmental law in 1988 as an Assistant Attorney General advising the Department of Ecology. More recently, Doug served for more than 20 years in the Tacoma City Attorney's Office where he represented and advised clients on a wide range of environmental matters. His work in Tacoma included negotiating settlements for multi -party Superfund cleanups and contaminated sites, 41 municipal stormwater permit appeals before the Pollution Control Hearings Board, resolving federal enforcement actions, advising clients on the application of environmental laws on Tribal land, and providing legal support to Tacoma's surface water, sanitary, and solid waste utilities. While at Kenyon Disend, Doug has advised our clients on the full range of environmental contamination and liability issues, including negotiated settlements of clean water act citizen suits. Lacey Hatch. Lacey has been practicing law for nearly 16 years, with a particular emphasis on land use. After beginning her career at Kenyon Disend, she was recruited by our client, the City of Bellevue. For 10 years, Lacey was a senior assistant city attorney and senior legal planner for the City of Bellevue, representing the land use, code enforcement, and utility departments. As the senior legal planner to the City of Bellevue's Land Use Department, she was embedded with land use, building, and environmental planners. During Lacey's earlier tenure with Kenyon Disend, Lacey served as city attorney for the cities of Roslyn and Algona, and assistant city attorney for Tukwila. In these roles, she handled a myriad of land use issues, including client advising, project review, code drafting and interpretation, and litigation of all varieties of land use matters. Lacey is available to us on a contract basis as needed. Londi Lindell. Londi Lindell has practiced law for 36 years, with more than 20 years' experience as a City Attorney for various Washington cities and additional experience as a city administrator and deputy city manager. Her principal areas of expertise include employment law and labor relations, as well as land use. Londi has extensive experience advising cities on employment discipline and discharge issues. She has used interest -based bargaining in multiple labor negotiations with great success, and has established excellent working relationships with the American Federation of State, County and Municipal Employees (ASCME), Teamsters, and various police and fire bargaining units. Londi has also negotiated, drafted, and handled grievances regarding various collective bargaining agreements with multiple unions, and regularly appeared in PERC cases. She has also performed numerous investigations into allegations of discrimination, sexual harassment, and other employee claims. Londi is available to us on a contract basis as needed. With respect to the notation in the RFP to describe special training, all Kenyon Disend attorneys attend (and present) training on legal and other issues affecting Washington cities. These training opportunities occur at seminars and conferences sponsored by, among others, the Washington State Association of Municipal Attorneys (WSAMA), Association of Washington Cities (AWC), and Washington Cities Insurance Authority (WCIA). Paralegal and Administrative Staff. Our attorneys are able to provide high -quality and timely legal services to our clients only because of the valuable expertise contributed by our efficient and detail -oriented professional paralegals and staff. In terms of our staff s resumes, Margaret Starkey leads our Staff Team. Margaret has been a paralegal for 27 years, including the past 25 years with Kenyon Disend. Sheryl Loewen has been 4 42 a paralegal for 26 years, the last 22 of which have been with Kenyon Disend. Antoinette Mattox has been a paralegal for 10 years, and is now in her fifth year with the firm. Another critical member of our Staff Team is Terry Curran, our Client Services Coordinator. Terry has been with Kenyon Disend for the past 19 years. Terry is available full- time to respond to client inquiries, and to ensure that our clients' telephone calls are professionally answered and appropriately addressed. If, for example, Mike Kenyon is not immediately available to take a Tukwila call or respond to a Tukwila e-mail, Terry will find another attorney to handle it right then and there. As with our attorneys, our paralegals devote 100% of their time to municipal law. Our staff offers substantial value to our clients, routinely performing services for which other firms would use attorneys at attorney billing rates. The work of our experienced staff adds great value to our clients.I III. QUALIFICATIONS AND EXPERIENCE This firm exists solely to provide timely, professional, and comprehensive legal services to Washington cities and other public agencies. The following briefly describes a portion of our more recent experience: A. Municipal Legal Advice. We currently provide these services on a daily basis to the cities and towns where we serve as the City Attorney, and to many others on a regular basis where we serve as special counsel. Our experience includes advice and counsel to mayors, city managers and administrators, city councils, planning commissions, civil service commissions, parks boards, and many other advisory bodies. In addition, our service regularly entails advice and counsel to staff in all city departments. B. Liability and Risk Management. All of our clients are members of a risk management pool, and most like Tukwila are members of WCIA. We've worked closely with staff at WCIA since its formation, and have developed long-standing working relationships there. Lisa Marshall, proposed as Deputy City Attorney, served as Risk Manager and WCIA Delegate for both Burien and Bainbridge Island. Lisa managed training of City staff on risk management requirements including adequate background checks for employees working with children and vulnerable populations, prevention of workplace harassment, and policies regarding employees with Commercial Drivers Licenses (CDLs). Lisa also created templates for contracts, facility leases, and event permits containing appropriate indemnification and hold harmless language, and implemented processes to ensure the consistent use of those templates. As described above, all of our attorneys regularly attend (and present) training sponsored by WCIA, AWC, WSAMA, and other organizations focusing on municipal issues. We then provide updates on critical issues, specifically including those where tort or other monetary 1 As just one example, our staff logged nearly 1,000 hours working to support the property acquisitions and related work needed for Tukwila's Public Safety Project. 43 liability may exist, through various informal (e.g., e-mail updates) and formal mechanisms (e.g., formal training sessions for staff and Council). C. Litigation. In addition to our regular general counsel services, please consider the following representative sampling of cases involving general municipal issues in which we have served as counsel: • Thurston County v. Cities of Olympia, Lacey, Tumwater, Yelm and Tenino, 193 Wn.2d 102, 440 P.3d 988 (2019). Thurston County sued all of the incorporated cities in the County for medical costs incurred by felony inmates arrested by City police officers and held in the County jail. An Attorney General Opinion expressly declared that the Cities were responsible for those medical costs. On direct review, the Supreme Court affirmed the summary judgment order that we obtained on behalf of the Cities declining to follow the Attorney General Opinion and assigning those medical costs to counties, rather than cities, statewide. • Burns, et al. v. Seattle, et al., 161 Wn.2d 129, 164 P.3d 475. As lead counsel in superior court and on direct review in the Washington Supreme Court, we successfully defended the cities of Burien and Tukwila, and coordinated the joint defense efforts of all other suburban cities named in the suit, in a class action attempt to invalidate fees paid by Seattle City Light to suburban cities pursuant to a franchise fee agreement. The Supreme Court ruled in our favor, affirming the Superior Court's summary judgment order of dismissal. • Primm v. Medina, 160 Wn.2d 268, 157 P.3d 379. In a case where the Washington Supreme Court on its own motion removed this case from the Court of Appeals in order to rule directly, we successfully resisted a challenge to the authority of cities to conduct municipal court services by interlocal agreement. • Garrett v. Tukwila, 165 Wn.2d 152 196 P.3d 681. In another case where the Washington Supreme Court bypassed the Court of Appeals, Mr. Garrett appealed a conviction following a jury trial in Tukwila Municipal Court, alleging that his state and federal constitutional rights to jury trial were violated because certain jurors resided outside of the Tukwila city limits. The King County Superior Court granted Mr. Garrett's appeal and reversed the conviction. On direct review, the Washington Supreme Court reversed and ruled in Tukwila's favor, holding that the constitution is satisfied when all jurors reside in King County. D. Land Use. A substantial portion of our practice involves land use matters, including drafting ordinances, permit processing, administrative hearings, negotiating development agreements, and litigation. We regularly provide advice and guidance to city councils, planning agencies, and staff throughout the review and adoption process. We have significant knowledge and experience working with SEPA, the GMA, the Shoreline Management Act, zoning codes, and other key statutes and regulations. The firm has successfully handled numerous matters before the Growth Management Hearings Board, the Shoreline Hearing Board, the Pollution Control Hearings Board, and other state appellate boards, as well as LUPA cases in counties around the state. The firm has been responsible for the conduct of more than 75 contested land use matters over the past several years. Mike Kenyon and other current Kenyon Disend lawyers were involved in all of the cases listed below. The first four listed cases were all decided in 2018 or 2019, and all were handled by Mike Kenyon and Hillary Graber: • Miller v. City of Sammamish, 447 P.3d 593 (2019). In a unanimous published opinion, Division One of the Court of Appeals upheld the City of Sammamish's code enforcement action against homeowners who had systematically filled in and destroyed regulated wetlands on their property. The Court affirmed the City's $15,000 penalty for environmental damage, as well as additional daily penalties, rejecting multiple constitutional and other defenses raised by the property owners. • Futurewise v. City of Ridgefield, et al., Court of Appeals No. 50406-5-II (2019). We served as counsel to the City of Ridgefield in successfully resisting a challenge from Futurewise seeking to overtum the City's annexation of I I I acres, and the associated zoning increasing the density of the annexed property. In January 2019, the Court of Appeals affirmed the superior court's decision in Ridgefield's favor. • Clark County v. Friends of Clark County, et al., Court of Appeals Consolidated Nos. 508-47-8-II and 51745-1-II (2019). We represented the City of Ridgefield as an intervenor in a case relating to Clark County's Comprehensive Plan. The Court of Appeals agreed with the City's argument, and reversed the Growth Management Hearings Board's ruling that the County's actions, as related to Ridgefield's Urban Growth Area (UGA), were out of compliance with the Growth Management Act. • Neighbors Against Annexation v. Snohomish County Boundary Review Board, Court of Appeals No. 76936-7-I (2018). A community organization challenged the annexation by the City of Sultan of 80 acres of property. We assisted the City with the annexation itself, and represented the City in the successful defense of the community organization's appeals, first to the Boundary Review Board, then in Superior Court, and ultimately in the Court of Appeals. The Court's unanimous decision found that Sultan's annexation was consistent with the GMA and also satisfied the other statutory criteria necessary for a successful annexation. • Puget Western, Inc. v. City of North Bend, CPSGMHB No. 16-3-0001 (2016). North Bend currently hosts the only commercial truck stop and service center in King County. The truck stop is along I-90, and I-90 is defined as an essential public facility (EPF) under state law. The proponent for a second truck stop challenged the City's zoning regulation prohibiting additional truck stops, citing to studies prepared by WSDOT and other authorities to support the argument that additional commercial truck stops were necessary to support and serve freight mobility along I-90. In a 3 — 0 decision, the Growth Management Hearings Board rejected this argument, and upheld the validity of the City's ordinance under the GMA. 7 45 • Kinderace, LLC, v. City of Sammamish, 194 Wn. App. 835,379 P.3d 135 (2016), cent denied, 137 S.Ct. 2338, 198 L.Ed.2d 755 (2017). In this case, we successfully defended the City's denial of a Reasonable Use Exception (RUE) for a parcel encumbered by a stream and its buffers. The property owner had previously utilized a portion of the parcel as a storm water detention pond in order to accommodate commercial development on an adjoining parcel, and sought to use the remainder by means of an approved boundary line adjustment. The developer appealed the RUE denial under LUPA, and also filed a separate "takings" lawsuit. We successfully defended the City's position before the Hearing Examiner, the King County Superior Court, the Court of Appeals, the Washington State Supreme Court, and the United States Supreme Court. 0 BD Lawson Partners, LP et al. v. Central Puget Sound Growth Management Hearings Board, 65 Wn. App. 677, 269 P.3d 300 (Div. I 2011); rev. denied 173 Wn.2d 1036 (2012). In this complex land use decision, we represented the City of Black Diamond when it issued two Master Planned Development (MPD) Permit approvals for a total of 6,000 residential units and over one million square feet of commercial space. A citizen group challenged the MPD Permit approvals before both the Growth Management Hearings Board and in superior court. After the Growth Management Hearings Board initially ruled that it had jurisdiction over the case, the Court of Appeals adopted our arguments and reversed, ruling that project opponents were barred from collaterally attacking prior legislative policy decisions during a permit appeal. The Supreme Court denied review. • Toward Responsible Development v. City of Black Diamond. In this companion case to BD Lawson Partners, we also defended a LUPA petition challenging the City's approval of the same two MPD Permits and the adequacy of the Final Environmental Impact Statements on which they were based. The LUPA petition included civil rights claims under 42 U.S.C. §1983. Part of the case was removed to federal court, and the LUPA claims remained in state court. The federal court dismissed that portion of the case on our motion, the Superior Court also dismissed the LUPA petition. • Heller v. Bellevue, 147 Wn. App. 46, 194 P.3d 264. We defended a City stop -work order issued to halt work on a commercial remodel in excess of that allowed by the applicable building code. We assumed the City's defense on appeal, after the trial court had ruled against the City on the property owner's LUPA petition which invalidated the stop -work order. On appeal, we persuaded the Court of Appeals to reverse the trial court's erroneous ruling, and obtained a published decision reaffirming cities' rights to invalidate improperly granted building permits. E. Eminent Domain and Right of Way Acquisition. Over the recent past, we have been involved in the acquisition of dozens of properties by successful negotiation, and dozens more by eminent domain litigation. Mike Kenyon has always served as our firm's lead on condemnation matters. Representative recent cases include: • Kirkland Fire Station 24 Project. In a unanimous decision in favor of the City of Kirkland, the Court of Appeals affirmed the trial court's adjudication of public use and necessity related to property acquired through eminent domain for use as a new fire station and fire training facility. The Washington State Supreme Court unanimously denied the subsequent Petition for M Review filed by a national drug store chain that vigorously opposed the site selected by the City Council for the new fire station. • Bellevue NE 4`' Extension Improvements. We represented the City of Bellevue regarding this important transportation improvement project that involved acquisitions in eminent domain from several significant commercial property owners including Best Buy, Home Depot, the Port of Seattle, Sound Transit, and Burlington Northern Railroad. • Bellevue 1201h Avenue NE Improvements. We successfully represented the City of Bellevue in completing the Phase 1 and Phase 2 acquisitions. These acquisitions involved multiple petitions in eminent domain impacting operating commercial and retail properties, including luxury auto dealerships and fully developed office parks. • Bellevue — Bellefield Pump Station Capacity Improvement Project. We represented the City of Bellevue in successfully acquiring by eminent domain property rights necessary for the Public Works Department's sewer improvement project. • City of Bellevue Spring District Project. We advised the City of Bellevue on issues connected with the dedication of property necessary for construction of Spring Boulevard to serve and provide access to the adjacent REI headquarters, Sound Transit light rail stop, and related projects in the Spring District. • Puyallup — 39" Avenue Extension. We successfully negotiated with five commercial property owners for multi -million dollar total acquisitions necessary for construction of a new five lane street in the heart of the South Hill retail corridor, and obtained a highly favorable verdict after trial with the sixth property owner. The project involved complex negotiations with WSDOT and private property owners in order to resolve multi -million dollar claims by the property owners that the project substantially impaired access to and from a state route and city streets. Our services also resulted in the successful relocation and retention within the City of an operating bank and large home improvement center. • Newcastle — Coal Creek Parkway and Transit Center Projects. We represented Newcastle in this regionally significant project involving the completion of a four -lane arterial, which provides substantial congestion relief for traffic that would otherwise use Interstate 405. 0 Sammamish — 244`' Avenue Extension Project. We represented Sammamish in the acquisition by both voluntary negotiation and eminent domain of four parcels to complete this important new north -south arterial necessary to relieve significant peak hour traffic congestion. • Tukwila Public Safety Plan Projects. We of course represented the City of Tukwila in the acquisition and condemnation of 13 separate properties to facilitate the Public Safety Project. While former Kenyon Disend attorneys played key roles in our work, they called on Mike Kenyon to take the lead or consult on the most sensitive or controversial aspects. Mike Kenyon and Margaret Starkey developed and implemented our firm's standard operating procedures for eminent domain litigation. Those procedures were utilized for the PSP acquisitions. M 47 F. Labor and Employment Law. Our firm has substantial experience with employment litigation, employment investigations (e.g., workplace harassment complaints), union negotiations and representation petitions, grievance and disciplinary matters, PERC hearings, and Civil Service Commission matters. We have served as bargaining representative for Black Diamond, Duvall, DuPont, North Bend, and Orting in collective bargaining with police, fire and general bargaining units. As city attorneys and special counsel to dozens of cities, all of our attorneys are regularly engaged with various aspects of human resources and employment law and the negotiation and implementation of collective bargaining agreements. With respect to union negotiations, certain of our clients prefer us at the table, and others prefer that we draft and revise contracts and otherwise participate in a background role. As described in the lawyer biography sections at pages 3 and 4, above, both Hillary Graber and Londi Lindell have extensive and particularized experience over many years in these specific areas. G. Code Enforcement. As city attorneys, our firm has extensive experience in code enforcement, both at the district court and superior court levels. We negotiate resolutions in the vast majority of code enforcement matters we encounter every year. In the unusual cases where negotiations are unsuccessful, we are well equipped to litigate these issues. In addition to our long-standing code enforcement work for Tukwila, three significant cases include: • City of Burien v. VIP Lounge, Inc. In an abatement action involving a chronic nuisance at an unlicensed business that experienced multiple episodes of criminal activity and repeated noise violations, the trial court granted our initial request for a Temporary Restraining Order and our subsequent Motion for Summary Judgment and a Permanent Injunction, enjoining the business from operating anywhere within the City. We successfully obtained an Order obligating both the business and the property owner to pay for the City's costs of abatement and legal expenses, as well as daily penalties set forth in City code. The Court further ordered the property to remain closed to the public for a period of one year. Between 2017 and December 2019, our firm has obtained judgments totaling nearly $550,000.00 on various code enforcement cases for the City of Burien. • Burien v. Lipscomb. The City filed a lawsuit for nuisance abatement against the property owners of an apartment complex for multiple violations of the municipal code, housing code, and building code. We obtained an injunction requiring the evacuation and relocation of the apartment tenants, and also recovered $200,000 for the City in costs and penalties. • Bothell v. Suarez and Flanagan. Similar to the Burien v. Lipscomb matter, the City filed a lawsuit for nuisance abatement against the property owners of an apartment complex for multiple violations of the municipal code, housing code, and building code. The City obtained an injunction and other relief, including the evacuation and relocation of the apartment tenants. The 10 apartment complex was then rehabilitated in compliance with all applicable code provisions. The City prevailed on summary judgment, and the Court entered a Judgment in favor of the City and against the property owners for almost $90,000 in costs and penalties. The Court of Appeals affirmed the Judgment in the City's favor. H. Telecommunications Cable Open Video and Private Communications Issues as Applied to Municipal Governments. We have advised numerous cities on telecommunications, cable, and private communication issues and related right-of-way management issues. Lisa Marshall brings a wealth of knowledge to our firm in this area, based in part on her experience working for T-Mobile and subsequent related legal services for cities. We regularly draft and negotiate franchise agreements and agreements for use of a city's institutional network. We are routinely involved in negotiation of cable and telecommunication franchise agreements and site lease agreements for placement of wireless communication facilities, as well as other common carrier public rights -of -way issues. I. Public Construction Law. Given the breadth of our municipal practice, we are routinely involved with the pre -design, design, construction, and maintenance of public works projects of many sizes and types. Our experience includes numerous street projects, a waste water treatment plant reconstruction and expansion, acquisition and construction of several city halls and community centers, and much more. A few representative examples of the firm's experience include: • Titan Earthwork, LLC v. City of Federal Way, 200 Wn. App. 746 (2017). After a subcontractor struck a PSE powerline while excavating as part of a City of Federal Way intersection improvement project, the City's general contractor sued the City seeking to recover the money that it paid to PSE as damages. We represented the City and prevailed at summary judgment and on appeal. • We were counsel for multi -million dollar acquisitions and property assemblages for significant downtown redevelopment projects in Burien, Tukwila, Kenmore, and Sammamish. 0 We served as counsel for the City of Tukwila on the Sound Transit Light Rail project which involved the construction of a 1.6 mile light rail line and light rail station in Tukwila. The project required development of multiple agreements for the use and occupancy of the public right-of-way for construction and operation of the light rail line and related relocation of public utilities. • We served as counsel to several cities on the formation of various street and utility local improvement districts, as well as on subsequent appeals of assessments and reassessments, and foreclosures of properties with delinquent assessments. J. Open Public Meetings Act and Public Records Act. Given the exclusive municipal nature of our practice, we advise clients on a routine basis regarding the application of the Open Public Meetings Act (OPMA) and the Public Records Act (PRA), and their exceptions and exemptions. Our finn provides regular training to public agencies and public officials regarding these Acts, and members of our firm serve as guest lecturers on these issues. 11 . • Mike Kenyon represents MRSC on public records issues and litigation, and Alexandra Kenyon was selected by the Sno-Isle Libraries to serve specifically as its public records counsel. Alexandra has been assisting Tukwila on public records matters for several years. A few representative examples are set forth below, all of which included substantial briefing and oral argument in the Court of Appeals by Mike Kenyon: • Block v. City of Gold Bar. Plaintiff alleged that the City violated the PRA by failing to properly respond to her requests for public records. The case was dismissed on the City's motion to dismiss for Plaintiff's failure to comply with the Court's order for sanctions. The trial court's dismissal was affirmed by Division One of the Court of Appeals. 0 Block, et al. v. City of Gold Bar and Gold Bar City Council. Plaintiffs claimed that the City Council violated the OPMA by unlawfully voting during an executive session. This case was dismissed on the City's motion for summary judgment and the dismissal was upheld by Division One of the Court of Appeals. • Block v. City of Gold Bar, 189 Wn. App. 262 (Div. 12015). Plaintiff claimed the City violated the PRA by failing to adequately search for public records, improperly redacting and withholding records under the attorney -client and work product privileges, and failing to adequately identify exempt records on the City's exemption logs. The case was dismissed on cross -motions for summary judgment. Division One of the Court of Appeals upheld the dismissal in its published opinion. • Forbes v. Gold Bar, 171 Wn. App. 857, 288 P.3d 384 (2012). Citizen alleged violations of the PRA, claiming the City of Gold Bar failed to timely respond to her requests for public records. Plaintiff also alleged that purely personal e-mails of the City's elected officials maintained in personal e-mail accounts were subject to disclosure under the PRA. The superior court entered summary judgment in the City's favor, plaintiff appealed, and the Court of Appeals affirmed that dismissal. • Clawson v. Corman. A sitting City Councilmember (and practicing attorney) filed suit against fellow Councilmembers, alleging violations of the OPMA. We successfully moved to dismiss this case on summary judgment. The plaintiff Councilmember appealed the dismissal, and the Court of Appeals affirmed the superior court's order of summary judgment in favor of our Councilmember clients. IV. METHOD OF PROVIDING SERVICES TO TUKWILA Fundamentally, Kenyon Disend will continue to provide legal services to Tukwila by continuing to adhere to our long-standing Core Values: Access, Timeliness of Response, and Value. To all of us at Kenyon Disend, adherence to and implementation of our Core Values has been the singular touchstone of our success and longevity. If Mike is not available, Lisa will be; if Lisa is not available, Andrew or Alexandra will be. 12 50 For Tukwila, this means that we will remain readily accessible and responsive to the legal needs of the Mayor, City Council, and Staff. We'll always provide our best legal advice, based on our best judgment and analysis. We'll do so at times knowing that some may be pleased and others displeased with that advice, but we'll nonetheless give you our best legal advice. In addition to our legal advice, we'll also provide counsel on the many practical and "business" decisions that the City faces, and the interrelated risk analysis associated at times with those practical and business decisions. We'll continue to do so from our office suite in the 6300 Building, our law office in Issaquah, and from our home offices in a timely and professional manner. We'll respond to legal services requests as needed, and we'll take the initiative as needed. V. PROPOSED COMPENSATION We are proud of our long history of service to Tukwila, and equally proud of our long history of staffing the City Attorney's office with talented and capable lawyers and professional staff. With this proposal, Kenyon Disend is proposing Mike Kenyon and Lisa Marshall and their combined 60-years of experience to lead our team, without any increase in fees. Kenyon Disend currently provides attorney coverage at City Hall for at least 24 hours weekly as well as other attorney hours worked offsite, for a monthly flat fee of $33,940. Our contract also provides for hourly billings on litigation and other defined matters. We are not proposing any adjustment to our current contract to continue to provide the current level of service. Staffing of the City Attorney office 40 hours weekly would constitute a 60% increase in the level of service. For this increased level of service, we would propose a 38% increase in the monthly flat fee to $46,840. No other changes are proposed. Finally, we remain open to negotiating other fee arrangements that the City may find preferable (e.g., 32 hours weekly). VI. ADDITIONAL STATEMENTS AND DISCLOSURES In further response to the City's Proposal Requirements, Kenyon Disend makes the following additional statements and disclosures: A. Diversity, Equity and Inclusion. Active support for diversity, equity, and inclusion is a hallmark in Tukwila, and also across our entire client base of cities and other public agencies. We support those values because it's the right thing to do, and because it helps us to better understand and serve our clients. We affirmatively welcome and embrace different viewpoints and approaches. Internally, we practice "safe communications" at regular meetings of all firm personnel — anyone can say virtually anything to anybody else, as long as it's done professionally and respectfully. Disagreement is not a vice or reason for concern. Our current firm demographics reflect various ethnic backgrounds, and we strive in our hiring practices to reach out to candidates of all types with a broad range of legal and non -legal experience. 13 51 B. Potential Conflicts of Interest with Tukwila. Our representation of other existing clients does not cause or create any known conflicts of interest with Tukwila. C. No Litigation in Which Tukwila Tukwila Employee, or Another Municipality was a Named Defendant. Kenyon Disend has never filed litigation in which Tukwila or a Tukwila employee was a named defendant, or in which another municipality was a named defendant. D. Disclosure of Pending Litigation or Judgments. There is no pending litigation against Kenyon Disend or its attorneys, nor have any judgments been rendered against Kenyon Disend or its attorneys, in any matter relating to professional activities of the firm. With respect to complaints filed with the Washington State Bar Association, a resident of the City of Gold Bar named Anne Block filed complaints against current and former Kenyon Disend attorneys related to our successful defense of her many lawsuits against Gold Bar and its officials. Anne Block has never been a client of our firm. All of her complaints were summarily dismissed by the Bar Association, and both the state and federal courts have entered "vexatious litigant" orders against her. VII. REFERENCES2 Ken Hearing North Bend Mayor (2005 — 2020) Phone: (425) 681-7899 E-Mail: Khearina2yahoo.com Kevin Raymond Kirkland City Attorney 123 Fifth Avenue Kirkland, Washington 98033 Phone: (425) 587-3031 E-mail: KRaymond2wkirklandwa.aov Flannary Collins MRSC Managing Attorney Municipal Research & Services Center 2601 4th Avenue, Suite 800 Seattle, Washington 98121-1280 Phone: (206) 625-1300 E-mail: fcollins(a mrsc.org Duncan Wilson Friday Harbor City Administrator P.O. Box 219 60 Second Street Friday Harbor, Washington 98250 Phone: (360) 378-2810, Ext. 226 E-mail: duncanw a,fridayharbonora Tim Callison Langley Mayor P.O. Box 366 112 Second Street Langley, Washington 98260 Phone: (360) 221-4246, Ext. 12 E-mail: mayor@,,langle wa.orQ Z We would have included recently retired North Bend City Administrator Londi Lindell and former Burien City Attorney Lisa Marshall as references with substantial recent experience retaining our firm. Both Londi and Lisa, however, are now part of our team proposed here to serve Tukwila. 14 52 Michael R. Kenyon phone: 425.392.7090 x 2197 Mike@KenyonDisend.com Paralegal Contact Margaret@KenyonDiscnd.com Experience & Practice Area Mike Kenyon co-founded Kenyon Disend, PLLC in 1993. Mike's practice includes all areas of municipal law, with a focus on eminent domain, land use, open public meetings and public records issues, public nuisance abatement matters, and constitutional law. Mike serves as the Acting City Attorney for Tukwila, and as the City Attorney for Sammamish, Langley and Friday Harbor. Education University of Puget Sound, J.D., cum laude, 1985 Western Washington University, B.A., cum laude, 1981 Admitted to Practice Washington, 1986 U.S. District Court, Western District of Washington, 1986 U.S. District Court, Eastern District of Washington, 2009 U.S. Court of Appeals, Ninth Circuit United States Supreme Court, 1992 Professional Activities Washington State Association of Municipal Attorneys Washington State Bar Association King County Superior Court Arbitrator Municipal Courts Options Group King County Executive's Task Force on Inquest Proceedings The Dean's Advocacy Council, Western Washington University Athletic Director's Council, Western Washington University Frequent guest speaker and lecturer on municipal issues Michael R. Kenyon Kenyon Disend, PLLC 11 Front Street South Issaquah, Washington 98027-3820 www.kenyondisend.com 53 Lisa M. Marshall phone: 425.392.7090 x 2195 Lisa@KenyonDisend.com Paralegal Contact Margaret@KenyonDisend.com Experience & Practice Area Lisa began her legal career in 1994. After 10 years with Kenyon Disend, Lisa accepted an in-house City Attorney position. She has served in that capacity for the cities of Newcastle, Bainbridge Island, and most recently Burien. Lisa has broad experience in all aspects of municipal law, with a particular emphasis on negotiating labor agreements, dealing with a broad range of employment issues including significant experience with the Americans with Disabilities Act and the Family Medical Leave Act, land use and SEPA/NEPA issues, franchise agreements with wireless carriers, drafting wireless codes, public records, and open meeting issues. In addition, Lisa worked for T-Mobile for two years negotiating contracts for the network engineering division of the company. Prior to becoming an attorney, Lisa spent five years at the Boeing Company negotiating defense contracts with the U.S. Navy. Education University of Puget Sound School of Law, J.D., cum laude, 1994 Pacific Lutheran University, B.A., cum laude, 1985 Admitted to Practice Washington, 1994 U.S. District Court, Western District of Washington, 1995 Professional Activities Washington State Association of Municipal Attorneys Washington State Bar Association 2012 Amicus Award, Northwest Immigrant Rights Project Lisa M. Marshall Kenyon Disend, PLLC 11 Front Street South Issaquah, Washington 98027-3820 54 www.kenyondisend.com Andrew D. Tsoming phone: 425.392.7090 x 2211 Andrew@KenyonDisend.com Paralegal Contact Margaret@kenyondisend.com Experience & Practice Area Andrew joined Kenyon Disend after nearly eight years with the Seattle City Attorney's Office, including stints as a Deputy Prosecuting Attorney and Precinct Liaison Attorney with the City's Civil Division. As Precinct Liaison Attorney, Andrew provided legal advice to numerous City departments including fast-moving issues involving the Seattle Police Department, collaborated with City departments to address community regulatory issues, and facilitated community and intergovernmental communication and cooperation. Andrew now serves numerous Kenyon Disend municipal clients on the full range of municipal law issues and opportunities, and as an Assistant City Attorney for Tukwila. Education Seattle University School of Law, J.D., cum laude, 2010 University of Washington, B.A., 2007 Admitted to Practice Washington, 2010 Professional Activities Washington State Association of Municipal Attorneys Washington State Bar Association William L. Dwyer Inns of Court Asian Bar Association of Washington Andrew D. Tsoming Kenyon Disend, PLLC 11 Front Street South Issaquah, Washington 98027-3820 www.kenyondisend.com 55 Alexandra L. Kenyon phone: 425.392.7090 x 2193 Alexandra@KenyonDisend.com Paralegal Contact Antoinette@KenyonDisend.com Experience & Practice Area After graduating cum laude from Seattle University School of Law and becoming a member of the Washington State Bar in 2015, Kenyon Disend welcomed Alexandra as an associate attorney. While in law school, Alexandra served as a Law Clerk at Kenyon Disend and worked on a wide range of municipal law issues. Alexandra handles special projects for many Kenyon Disend clients, with an emphasis on public records and open public meetings issues, condemnation, code enforcement, and real and personal property civil forfeitures. She currently serves as the Cle Elum City Attorney and as an Assistant City Attorney for Tukwila. Education Seattle University School of Law, J.D., cum laude, 2015 University of Washington, B.A.. 2011 Admitted to Practice Washington, 2015 Professional Activities Washington State Association of Municipal Attorneys Washington State Bar Association Alexandra L. Kenyon Kenyon Disend, PLLC 11 Front Street South www.kenyondisend.com Issaquah, Washington 98027-3820 56 Hillary E. Graber phone: 425.392.7090 x 2206 Hillary@KenyonDisend.com Paralegal Contact Sheryl@KenyonDisend.com Experience & Practice Area Hillary joined Kenyon Disend after practicing eight years as a deputy prosecuting attorney in the Civil Division of the Snohomish County Prosecuting Attorney's Office and four years in private practice. Her diverse practice at Snohomish County included both litigation and risk management roles. She defended the County in a variety of civil matters, including land use, civil rights, employment, and tort claims in both state and federal courts and on appeal. While in law school at the University of Washington, Hillary worked for the Washington State Attorney General and the King County Prosecuting Attorney's Office. She also had an externship with Supreme Court Justice Bobbe Bridge. After law school, Hillary spent one year clerking for Superior Court Judge Gerald L. Knight. Hillary now litigates on behalf of numerous Kenyon Disend municipal clients and serves as the City Attorney for Sultan. Education University of Washington School of Law, J.D., 2004 Colby College, B.A., magna cum laude, 2001 Admitted to Practice Washington, 2004 U.S. District Court, Western District of Washington, 2005 Ninth Circuit Court of Appeals, 2007 Professional Activities Washington State Association of Municipal Attorneys Washington State Bar Association Mother Attorneys Mentoring Association of Seattle WSBA Disciplinary Committee, Chair of Review Committee 1 WSBA Civil Litigation Rules Drafting Taskforce, Member WSBA Court Rules and Procedures Committee, Chair (2012-2015) Hillary E. Graber Kenyon Disend, PLLC 11 Front Street South Issaquah, Washington 98027-3820 www.kenyondisend.com 57 Doug F. Mosich Of Counsel phone: 425.392.7090 Doug@Kenyondisend.com Paralegal Contact Margaret@KenyonDisend.com Experience & Practice Area Doug Mosich is Of Counsel to the firm and began practicing environmental law in 1988, as an Assistant Attorney General advising the Department of Ecology. More recently, Doug served in the Tacoma City Attorney's Office where he represented and advised clients on a wide range of environmental matters. His work in Tacoma included negotiating settlements for multi -party Superfund cleanups and contaminated sites, municipal stormwater permit appeals before the Pollution Control Hearings Board, resolving federal enforcement actions, advising clients on the application of environmental laws on Tribal land, and providing legal support to Tacoma's surface water, sanitary and solid waste utilities. Doug has also negotiated settlements of clean water act citizen suit actions for public clients. Edification Seattle University School of Law, J.D., 1988 Seattle Pacific University, B.A., 1978 Admitted to Practice State of Washington, 1988 United States District Court for Western District of Washington, 1989 Professional Activities Washington State Bar Association Volunteer, Northwest Justice Project Doug F. Mosich Kenyon Disend, PLLC 11 Front Street South www.kenyondisend.com Issaquah, Washington 98027-3820 58 KENYON DISEND STAFF RESUME (Left to Right: Sheryl Loewen; Antoinette Mattox; Terry Curran; and Margaret Starkey) Margaret Starkey, Sr. Paralegal Margaret a KenyonDisend.com — 425.392.7090, Ext. 2207 Margaret has been a paralegal for 27 years, including the past 25 years with Kenyon Disend. She graduated with High Honors from the University of California, Santa Barbara in 1991. Prior to joining Kenyon Disend, she worked for two years at a Seattle firm. In addition to leading our Staff Team and assisting Mike Kenyon in the firm's management, she has extensive experience assisting our attorneys with appellate and other significant briefing, condemnations, code revisions, contracts, and numerous other paralegal responsibilities often unique to the practice of municipal law. Sheryl Loewen, Paralegal Sheryl@KenyonDisend.com — 425.392.7090, Ext. 2201 Sheryl has been a paralegal for 26 years, the past 22 of which have been with Kenyon Disend. She earned her Paralegal Certificate from Fresno City College in 1986. Sheryl went on to work as a litigation paralegal in Fresno before moving to Washington state and working for a Seattle firm. When Margaret Starkey went on maternity leave in 1997, Sheryl stepped in as a temporary employee; Sheryl proved her value to the firm during that time, and was offered a permanent job with Kenyon Disend thereafter. In addition to the full range of paralegal duties that come with supporting city attorneys, Sheryl has extensive experience with administrative and LUPA records, hearing examiner matters, and LUPA litigation. Terry Curran, Client Services Coordinator Terry RwKenyonDisend.com — 425.392.7090, Ext. 2192 Terry has just entered her 20t' year of employment at Kenyon Disend. Prior to joining Kenyon Disend, Terry spent 15 years in the travel industry where she developed her exceptional customer service, administrative, bookkeeping and leadership abilities. She is available full-time to respond to client inquiries, and she also serves as the firm's bookkeeper. Terry personally answers the majority of all client telephone calls and ensures that each one is professionally answered and appropriately addressed. Antoinette Mattox, Paralegal Antoinette@KenyonDisend.com — 425.392.7090, Ext. 2196 Antoinette has been a paralegal for 10 years, and has just entered her fifth year with Kenyon Disend. Antoinette earned her A.A. from Mohave Community College in Lake Havasu City, Arizona in 2008. Before joining our team, she was a litigation paralegal for a Bellevue law firm. In addition to the full range of paralegal duties that come with supporting city attorneys, Antoinette is particularly experienced with assisting our attorneys with public records requests and code enforcement matters. 59 PROPOSAL FOR TUKWILA CITY ATTORNEY SERVICES Submitted by: Kari L. Sand Daniel P. Kenny Emily F. Miner ksand@omwlaw.com dpkenny@omwlaw.com eminer@omwlaw.com Ogden Murphy Wallace, P.L.L.C. 901 Fifth Avenue, Suite 3500 Seattle, Washington 98164-2008 Phone: (206) 447-7000 Fax: (206) 447-0215 62 OLDEN MURPHY WALLACE ATTORNEYS SUBMITTED VIA HAND -DELIVERY January 24, 2020 City of Tukwila ATTN: Cheryl Thompson City of Tukwila Mayor's Office 6200 Southcenter Blvd. Tukwila, WA 98118 Re: Proposal for City Attorney Services Dear Ms. Thompson: OGDEN MURPHY WALLACE, PLLC 901 FIFTH AVENUE, SUITE 3500 SEATTLE, WA 98164-2008 T 206.447.7000 OMWLAW.COM F 206.447.0215 KARI L. SAND ksand@omwlaw.com It is our pleasure to provide this Letter of Submittal and related enclosures on behalf of Ogden Murphy Wallace, P.L.L.C. ("OMW") to the City of Tukwila ("City"), regarding the Request for Qualifications and Proposals for City Attorney Services. I am a Member -level (partner) attorney in the firm's Municipal Practice Group, and I lead a team of highly qualified municipal attorneys prepared to meet the City of Tukwila's legal needs. OMW has been part of the Pacific Northwest legal community since 1902, with approximately 60 attorneys in offices in Seattle and Wenatchee. We are a leader in the municipal practice, serving a diverse group of municipalities as general counsel and providing services to numerous other public agencies on a project -specific basis. As detailed in our submission, OMW is uniquely situated to provide the City with a full range of municipal services because of our background working within a municipal environment and our direct experience advising all manner of municipal clients. As a result of our collective experience, we have a wealth of experience to draw on to solve the complex and day-to-day legal issues of the City. We have prepared this submittal to highlight how we anticipate providing services. If we are chosen, I will be the primary contact for the City and will be supported by Member Daniel Kenny and Associate Emily Miner. Qualification Highlights: • OMW has the knowledge of municipal government legal issues developed through extensive experience working with cities, towns, counties, fire districts, and special purpose districts throughout the State of Washington. This experience assures our clients of timely and direct answers to questions, requests for services, and needs for legal direction. OMW proactively applies our extensive, collective municipal practice experience to our clients' current matters. This ensures a high degree of efficiency in our delivery of services and significantly reduces legal costs. OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServices Proposal OMWLAW.COM 63 OMW has the bench strength to provide quality, responsive service to our clients at all times through a Municipal Practice Group that includes eleven attorneys in our Seattle office. In addition to myself, Daniel Kenny, and Emily Miner, OMW's municipal group includes Karen Sutherland, Zach Lell, Greg Rubstello, Jim Haney, Scott Snyder, Elana Zana, Scott Missall, and Kate Hambley, who all stand ready to assist the City as needed. As the enclosed proposal demonstrates in greater detail, OMW will provide the City with exceptional, cost- effective representation encompassing the full spectrum of municlpal law issues. Thank you for your consideration and the opportunity to submit this proposal. We look forward to hearing from you as the first step in what will hopefully be a long and successful relationship with the City of Tukwila. Very truly yours, Ogden Murphy Wallace, P.L.L.C. Kari L. Sand Municipal Group Member OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal M A. Statement of Qualifications Proposed City Attorney Team Our proposed City Attorney Team includes Member Kari Sand as lead City Attorney and primary point of contact for the City. Fellow Member Daniel Kenny and Associate Emily Miner will also be on the team as Assistant City Attorneys. Including a lower -cost, Associate -level attorney on the team who is available to City staff helps to cost-effectively manage the City's legal expenses while assuring quality control through the supervision of a firm Member. • Kari Sand - 22 years in municipal law with an emphasis on land use, condemnation, employment and labor law, and local finance and taxation matters. • Daniel Kenny - 7 years in municipal law with an emphasis on telecommunications and cable franchises, and first amendment matters. • Emily Miner - 3 years in municipal law with an emphasis on land use and telecommunications matters. In addition to the City Attorney Team proposed above, our firm has the resources to provide specialty attorneys such as Scott Snyder, a Member who specializes in all aspects of labor relations; Karen Sutherland, Chair of the Employment and Labor Law Group; Beth Van Moppes a Member who specializes in workplace investigations and compliance regulation; Elana Zana, a Member who specializes in telecommunications and other franchise matters; and Athan Tramountanas, a Member who specializes in construction and public contracting, and who is currently providing legal services to the City. Scone of Services Ogden Murphy Wallace, P.L.L.C. ("OMW") has been a member of the Pacific Northwest legal community since 1902. Since our founding, the firm has grown to over 60 lawyers with offices in Seattle and Wenatchee. Today OMW is a multi -specialty law firm committed to its clients and servicing their legal needs. With this focal point we can provide practical, solution -oriented, and cost-effective legal services to municipal corporations, businesses, and individuals. The firm's primary practice groups are our municipal, business, and litigation. OMW's Municipal Practice Group represents a diverse group of municipalities as general counsel and provides services to numerous other public agencies on a project -specific basis. We are general counsel for the cities/towns of Algona, Brewster, Bridgeport, Burien, Carnation, Clyde Hill, Deer Park, Gig Harbor, Grand Coulee, Hunts Point, Issaquah, Lake Stevens, Medina, Mill Creek, Milton, Mukilteo, Monroe, Normandy Park, Pomeroy, Poulsbo, Redmond, Rock Island, Woodway, and Yarrow Point. In addition, we represent fire districts and regional fire authorities, and provide legal services to various housing authorities and park, water/sewer, and public hospital districts. Representing a municipality requires a diverse knowledge of municipal law and a fundamental understanding of how cities operate. The individual and firm experience of working with governmental entities allows OMW to provide this service at the highest level for the City of Tukwila. One of the significant benefits of retaining OMW is our ability to employ an integrated approach to client representation, drawing upon the expertise of attorneys from our employment, business, tax, healthcare, and litigation practice groups when a particular legal issue requires knowledge or experience in these areas. As will be discussed further in Section E, Statement of Proposed Legal Services, Kari Sand will be available to attend and participate at all regularly scheduled City Council meetings, as well as all other scheduled meetings OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServicesProposal OMWLAW.COM 65 where legal counsel is requested. In the event of unavailability for meetings outside of the regularly scheduled Board meetings or absences due to illness, vacation, or trials, Member Daniel Kenny or Associate Emily Miner will be available as back up. We propose to perform the legal services identified in the "Scope of Services" section of the RFP. Specifically, OMW's Municipal Practice Group can assist the City of Tukwila with expertise in each of the following areas: • Public Works and Capital Projects. OMW's municipal attorneys have extensive experience dealing with capital improvement projects including public works facilities of all sizes, park development and redevelopment projects, and numerous road improvement projects. We have participated in major design/build projects such as the Algona City Hall, Edmonds Public Safety Building, Mill Creek Town Center, Poulsbo City Hall, Redmond City Hall, Senior Center and Public Safety buildings. We assisted throughout the process as Edmonds and Monroe upgraded their sewer treatment plants. We have also advised on innovative public/private partnerships such as the construction of a fire station in Issaquah as a part of the Gilman Village development and the construction of public facilities in the City of Monroe's North Kelsey project. • Employment Matters. As further detailed in Section F, OMW's Employment and Labor Law Group is a leader in employment law and workplace relations in the Pacific Northwest, primarily due to our emphasis on preventive practices such as workplace investigations, training, policy development and implementation, and alternate dispute resolution. The Employment and Labor Law Group includes Chair Karen Sutherland, Member Beth Van Moppes, and Associates Tara Park and VaLiesha Brown. They provide all aspects of employment law services to our public sector clients, including negotiations with employee bargaining representatives, as well as defending our public sector clients in agency proceedings such as EEOC complaints and PERC proceedings, and assisting them in risk management decisions to avoid litigation. We represent our public sector clients in grievance arbitrations, interest arbitrations, and in lawsuits regarding labor and employment issues in state and federal court. • Growth Management, Land Use and Zoning. Our municipal attorneys are well -versed in all aspects of Washington law related to zoning, planning and project permitting, with detailed knowledge of the Growth Management Act, the Planning Enabling Act, the Land Use Petition Act, the Shoreline Management Act, the Regulatory Reform statute, the Appearance of Fairness Doctrine, and all other laws governing land use and development in local communities. Our attorneys have represented municipalities in land use litigation at every level of the state and federal judiciary, including the United States Supreme Court. We have successfully defended local land use decisions and zoning actions before a variety of administrative tribunals, including hearing examiners, the Growth Management Hearings Board and the Pollution and Shorelines Hearings Boards. • Environmental Law. Land use and public works often implicate environmental issues. Our attorneys help clients navigate the maze of federal, state, and local environmental regulations. We draft environmental regulatory programs, negotiate prospective purchaser agreements, and assess and manage environmental risks. We are familiar with shorelines and SEPA issues and litigate them frequently in the courts and before administrative tribunals. • Development Agreements, Interlocal Agreements and Franchise Agreements. Our attorneys recognize that every contract memorializes our client's legal relationship with a third party, and we carefully review all aspects of each proposed agreement to ensure that the client's legal interests will be adequately protected. Our attorneys are familiar with the legal requirements governing competitive bidding, contracting with professional service providers and the procurement of equipment and OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal W materials. We routinely prepare interlocal agreements spanning a broad range of issues such as shared municipal services and joint financing programs. We also regularly assist with easements, licenses, deeds, Real Estate Purchase and Sale Agreements, development agreements, and other documents necessaryfor real property conveyance and development. Our attorneys have extensive experience with all facets of lease and franchise negotiations, drafting and enforcement with operators in the cable, telecommunications, utility and wireless communication industries, as well as experience drafting and enforcing related municipal codes. • Ordinances and Resolutions. A critical function of municipal government is the development and implementation of local legislation. Each of our municipal attorneys is experienced in the review and drafting of agenda bills, ordinances and resolutions. We are keenly aware of the legal form requirements for these documents, and our substantive understanding of municipal law enables us to assist clients in crafting clear, concise, well -organized agenda bills, ordinances and resolutions that will effectively advance the legislative intent of the city council. Our approach to preparing local legislation is to verify that a particular document is defensible in both form and substance. • Litigation. OMW's goal is to proactively and productively avoid disputes, and achieve favorable and cost-effective resolutions before the litigation stage. If litigation becomes necessary, however, we stand ready to fight vigorously to protect our clients' interests. For over 50 years, our lawyers have successfully represented municipalities before numerous courts and administrative tribunals. The range of legal issues implicated in these proceedings is extensive and includes land use permitting and zoning, SEPA determinations, eminent domain, annexation, labor and personnel matters, public records disclosure, public works matters, contract enforcement, code enforcement, public nuisance abatement, homeless encampments, gambling ordinances, takings and substantive due process challenges, among many others. • Street, Utility, LID. We routinely work with clients as they perform street, sewer, and water improvement projects. Our services include acquisition of easements and right-of-way, utility coordination, and latecomer agreements. Our attorneys have expertise in forming local improvement districts and defending challenges to LID assessments. • Eminent Domain. When negotiations for acquisition of property are ultimately unsuccessful, our condemnation and eminent domain attorneys are available to assist the City as needed, from initiating the condemnation process through all levels of litigation and appeal. Our attorneys regularly assist with condemnations relating to roadways, water and sewer lines, parks, and other public infrastructure. Through our interdisciplinary approach, we can anticipate and effectively address every issue that may arise during a condemnation process. • Public Records Requests. We assist our clients daily with Public Records Act compliance, whether advising on the requirements for timelines and responses or assisting with the many exemptions from disclosure found within the PRA and other laws. Our attorneys can also assist with the actual processing of requests in the event the City lacks adequate staffing resources. We can provide periodic training for City staff, which we recommend in order to ensure effective customer service and to reduce the likelihood of penalties stemming from an inadvertent mistake. In the event of legal challenges arising out of the record disclosure process, our attorneys can assist with defense or mitigation as appropriate. Representative Public Record Act cases include: o Successfully defended claims against a city alleging failure to provide responsive records and further alleging delay with claimed penalty of $11 million. For a request that had been OGDEN MURPHY WALLACE, PLLC CITY OFTUMILA— CityAttorneyServicesProposal OMWLAW.COM 67 overlooked, significantly reduced penalty award to $1,688. Rufin v. City of Seattle, King County Superior Court Cause No. 14-2-32054-0. o Assisted a city in responding to inappropriate motion to enjoin release of non-exempt record requested by third party under Public Records Act brought in a criminal case. State of Washington v. Lehtinen, King County Cause No. 13-1-13093-5. o Successfully defended claims against City alleging failure to provide responsive records. Tupper v. City of Edmonds, Snohomish County Superior Court Cause No. 10-2-03735-5. o Successfully defended all claims against a city alleging denial of access to responsive records, failure to provide adequate explanations for records withheld, and improper withholding of entire records. Sammamish Plateau Water and Sewer District v. City of Issaquah, King County Superior Court Cause No. 08--03156-0 SEA. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal W B. Resumes of Proposed City Attorney Team Members ow Kari L. Sand Member Seattle Office T 206.447.2250 F 206.447.0215 ksand@omwlaw.com BIOGRAPHY Kari values the unique and diverse challenges and opportunities facing cities and other public sector agencies and strives to attain her clients' goals in a collaborative, high professional manner. She enjoys helping city leaders solve problems and improve the lives of the residents they serve. Her clients appreciate her thorough approach and ability to quickly assimilate information and relate to their issues. She is dedicated to achieving successful outcomes through her enthusiasm and ability to effectively navigate complete situations. As a Member of the firm's Municipal Practice Group, her practice focuses on all areas of municipal law, with an emphasis on land use, condemnation, employment and labor law, and local finance and taxation matters. For over twenty years, Kari has served as general and special counsel advising numerous cities on a variety of issues with excellent results. Prior to joining OMW, she was the in-house City Attorney for the City of Mercer Island. Prior to that, she represented numerous Puget Sound cities with the Kenyon Disend PLLC firm and was also in-house at the City of Tacoma. Born in Vancouver, Washington, Karl received her B.A. in Political Science from the University of Washington in 1993 and her J.D. from the University of Oregon School of Law in 1997, where she was the Operations Editor of the Oregon Law Review. In her free time, Kari enjoys travel, sporting events, walking her two dogs and socializing with family and friends. PRACTICE AREAS Municipal, Land Use, Employment and Labor Law, Litigation ASSOCIATION MEMBERSHIPS Washington State Bar Association Washington State Association of Municipal Attorneys EDUCATION J.D., University of Oregon School of Law, 1997 B.A., University of Washington, Political Science, cum laude, 1993 OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal • e _. _'�i�.� �.. ter.=�� �. . _ . _ _.�. � .�'\'� Y� �•µ� __ _ __ _ - Daniel P. Kenny Member O �w Seattle Office T 206.447.7000 F 206.447.0215 dpkenny@omwlaw.com BIOGRAPHY Daniel P. Kenny is a Member in the firm's Municipal Practice Group. His broad practice encompasses all facets of municipal representation, ranging from litigation to land use to public works construction. He has specific experience with the constitutional issues implicated by local sign regulations and has been a featured presenter on sign code topics. Daniel also advises municipalities on telecommunications related matters, working with them to negotiate telecommunications and cable franchises, lease agreements, pole attachment agreements, drafting right of way use ordinances and zoning codes. Daniel received his B.A. in Environmental Studies With an emphasis in business from the University of Southern California and his J.D. from Seattle University School of Law. During law school, Daniel chaired the Seattle University Law School Moot Court Board and was a member of the board's national moot court team and competed at the National Moot Court Competition. Throughout law school Daniel completed clerkships at the U.S. Environmental Protection Agency and the U.S. Department of Justice. Daniel was the Notes and Comments Editor for the Seattle Journal of Environmental Law. Directly following graduation from law school Daniel clerked for Judge Sharon Armstrong (ret.), senior judge of the King County Superior Court. Prior to joining OMW, Daniel worked at a civil litigation firm defending municipalities in a range of constitutional cases in both State and Federal Court. Daniel is admitted to practice in Washington, U.S. District Court for the Western and Eastern Districts of Washington, and the U.S. Court of Appeals, Ninth Circuit. PRACTICE AREAS Municipal ASSOCIATION MEMBERSHIPS Washington State Bar Association Washington State Association of Municipal Attorneys U.S. District Court (Eastern & Western Washington) Ninth Circuit Court of Appeals EDUCATION J.D., Seattle University School of Law, 2011 B.A., University of Southern California, Environmental Studies, 2005 OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA —City Attorney Services Proposal 70 VIM k Emily F. Miner Associate Seattle Office T 206.454.8321 F 206A47.0215 eminer@omwlaw.com BIOGRAPHY Emily Miner is part of OMW's Municipal and Telecommunications Practice Groups and handles a variety of municipal matters for the firm's clients, with special emphasis on land use issues. Prior to joining OMW, Emily worked for a preeminent local land use law firm. While in law school, she externed with the Seattle City Attorney's Office in the Land Use Group and was a summer associate for the Short Cressman & Burgess law firm. Emily's practice focuses on permitting, entitlements and enforcement actions, administrative hearings, negotiating franchises and leases, as well as a full range of municipal issues including public law and procedure, management and operational issues, and related litigation. Emily received her B.S. in Political Science from the University of Oregon and her J.D. from Seattle University School of Law. PRACTICE AREAS Municipal Telecommunications ASSOCIATION MEMBERSHIPS American Bar Association Washington State Bar Association King County Bar Association Washington State Association of Municipal Attorneys EDUCATION J.D., Seattle University School of Law, 2017 B.S., University of Oregon, Political Science, 2012 OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUI<WILA— City Attorney Services Proposal 71 C. Firm History OMW has been a leading law firm in the Pacific Northwest region for 118 years, with our headquarters located in Seattle and a second office located in Wenatchee. Since the firm's inception in 1902, OMW has grown to become one of the largest law firms in the state, yet we have always maintained the kind of personal attention to client issues that Mr. Raymond D. Ogden provided when he first opened his office doors. We have developed our reputation over the years by putting a great deal of effort into making the legal affairs of clients as smooth and unexceptional as possible. However, when problems develop or clients become involved in disputes, the firm's well established and well -regarded litigators are available to assist in resolving the dispute. While the firm's client roster has grown significantly to include individuals, businesses of all sizes, and numerous Northwest municipalities, we continued to foster our relationships with our first clients including City of Redmond (client since 1980), the City of Poulsbo (client since 1982), the City of Issaquah (client since 1983), and the City of Mukilteo (client since 1988). In the second century of the firm's existence, we continue to provide responsive personal attention and effective solutions to meet our clients' needs. Today, we represent more Washington cities than any other law firm in the Northwest. We are proud of our long-standing client relationships and commitment to client satisfaction. OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServicesProposal OMWLAW.COM 72 D. Staff Resumes Linda Sutton I Municipal Legal Assistant Ms. Sutton is a legal assistant with OMW's Municipal Practice Group. In addition to working with the firm's business and litigation departments, she is a legal assistant to Emily Miner and Scott Missall. In total, Ms. Sutton has over 51 years of legal assistant experience. Ms. Sutton manages litigation cases in both judicial and administrative courts, communicating directly with the court and hearing examiners as needed. Additionally, she assists with routine municipal matters including scheduling council meetings, coordinating on public records requests, and drafting preliminary documents. Erin Kelly I Municipal Legal Assistant Ms. Kelly is legal assistant with OMW's Municipal Practice Group. She is a trusted legal assistant to Kate Hambley, Jim Haney, Greg Rubstello, and Kari Sand. Ms. Kelly brings a strong background in municipal experience to the legal assistant group. Prior to joining OMW, she worked as a legal assistant for two other local law firms. Ms. Kelly has a deep understanding of Washington state court e-filing systems and legal processes. Prior to working in Washington, Ms. Kelly worked for 12 years in various public sector positions of Australian government and law. Gloria Zak I Municipal Legal Assistant Ms. Zak is legal assistant with OMW's Municipal Practice Group. She is a trusted legal assistant to Daniel Kenny, Zach Lell, and Scott Snyder. In total, Ms. Zak has over 40 years of legal assistant experience. Prior to joining OMW, she was a legal assistant for 10 years at several King County area law firms where she assisted a variety of legal practices including insurance defense, construction law, and corporate law. Prior to working in Washington state, Ms. Zak worked as a legal assistant with litigation attorneys in District of Columbia and the Commonwealth of Virginia. Chris Collison I Paralegal Mr. Collison is an OMW corporate paralegal. In total, he has 19 years of paralegal and legal assistant experience. Prior to joining OMW, Mr. Collison was a paralegal at two other Seattle law firms. He is well -versed in many fields of legal work, including corporate law, estate planning, litigation, nonprofit corporate law, and real estate law. Emily Magee I Data Coordinator Ms. Magee is a data coordinator with OMW. Ms. Magee is entrusted with the organization and maintenance of both physical and electronic data, files, and case materials as well as the tracking status of all OMW cases. Prior to joining OMW, Ms. Magee received other data optimization related experience through positions at two different IT companies as well as from her educational background at Western Washington University where she studied Management Information Systems. She possesses a deep understanding of data analytics and database management. OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServices Proposal OMWLAW.COM 73 E. Statement of Proposed Legal Services We propose to provide on -site legal services in the form of office hours, in addition to providing coverage for City Council meetings and other meetings, as well as responding to the City's additional needs outside of our proposed office hours. Office Hours As further indicated below, we propose to provide on -site "office -hours" at Tukwila City Hall a minimum of 3 days per week and up to 5 days a week, with the days divided between the proposed City Attorney Team Members. Below are three proposed schedules that could be customized based on the City's preferences (note: all proposed schedules assume a half-hour lunch break). Option 1 1 3 days per week 1 24 hours Monday: Ms. Sand will provide office hours from 10:30am-7pm, and attendance at Council meetings Tuesday: Ms. Sand will provide office hours from 9am-5:30pm Thursday: Ms. Miner will provide office hours from 8am-4:30pm Option 2 1 4 days per week 1 32 hours Monday: Ms. Sand will provide office hours from 10:30am-7pm, and attendance at Council meetings Tuesday: Ms. Sand will provide office hours from 9am-5:30pm Wednesday: Ms. Miner will provide office hours from 8am-4:30pm Thursday: Ms. Miner will provide office hours from 8am-4:30pm Option 3 1 5 days per week 1 40 hours Monday: Ms. Sand will provide office hours from 10:30am-7pm, and attendance at Council meetings Tuesday: Ms. Sand will provide office hours from 9am-5:30pm Wednesday: Ms. Miner will provide office hours from 8am-4:30pm Thursday: Ms. Miner will provide office hours from 8am-4:30pm Friday: Mr. Kenny will provide office hours from 8am-4:30pm Meeting Coverage In addition to office hours, Karl Sand will be available to provide coverage for all regularly scheduled City Council meetings, as well as all other scheduled meetings where legal counsel is requested. In the event of unavailability for meetings outside of the regularly scheduled Council meetings or absences due to illness, vacation, or trials, Member Daniel Kenny or Associate Emily Miner will be available as back up. It is our highest priority to make our attorneys available and to work cooperatively and responsively with the staff and elected and appointed representatives of our client cities. The timely handling of phone calls, email requests, and attendance at scheduled meetings is of the utmost importance to the daily practice of our municipal attorneys. Due to the potential for traffic and other prior scheduling commitments, we request, when possible, a lead-time of one to two hours for attorneys to attend unscheduled, urgent, or ad -hoc meetings in - person. In the alternative, one of our City Attorney Team Members will be available for video and telephone OGDEN MURPHY WALLACE, PLLC CITY OF TUKWILA— City Attorney Services Proposal OMWLAW.COM 74 conferences with minimal advance notice. Be assured that we take pride in our accessibility, and we will strive to be available whenever needed. Additional Needs We anticipate that there will be needs outside regular office hours. To accommodate that need, we proposed that our core City Attorney Team consist of three attorneys. This allows our Team to adjust to the needs of the City and respond accordingly. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY Of TUKWILA — City Attorney Services Proposal 75 F. Specialized Experience Regarding Labor & Employment Law Employment Law OMW's Employment and Labor Law Group is a leader in employment law and workplace relations in the Pacific Northwest, primarily due to our emphasis on preventive practices such as workplace investigations, training, policy development and implementation, and alternate dispute resolution. Kari Sand will provide day-to-day, practical advice on all aspects of the employer -employee relationship and we defend our clients in litigation and agency proceedings should the need arise. Examples of the areas where we provide employment law advice include: • Bullying • Performance issues • Civil Service • Responding to third -party complaints • Classification and Compensation Studies • Severance agreements • COBRA • Sick and Safe Leave • Dispute avoidance advice • Strategizing on employee issues • Drug/alcohol abuse • Theft • Employment agreements • Unemployment hearings • Employee discipline • Use of social media, email, and the internet • Employee recruitment and hiring • Wage and hour laws • Family and Medical Leave Act • Workers Compensation • First Amendment issues • Workplace investigations • Garrity rights • Workplace policies • HIPAA • Workplace privacy • Job descriptions • Workplace violence • LEOFF • Wrongful termination • Loudermill hearings • Training on all of the above • Name -clearing hearings Labor Law OMW's Employment and Labor Law Group has also provided labor law services to a wide range of employers in both the public and private sectors, including the Cities of Clyde Hill, Mill Creek, Mukilteo, Poulsbo, and Redmond in addition to our other municipal clients such as King County Fire District No. 45, and Chelan -Douglas PTBA. Our municipal labor law services include: • Duty to bargain • Grievances • Interest arbitrations • Labor-management committees • Negotiating, drafting and interpreting collective bargaining agreements, letters of agreement, and memorandums of understanding • Unfair labor practice claims • Unit clarification proceedings • Use of bulletin boards, email, and other employer communication resources by unions • Training on all of the above OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServicesProposal OMWLAW.COM 76 Discrimination OMW's Employment and Labor Law Group also has extensive experience in discrimination law, which comes from not only providing our clients with advice on discrimination matters, but also from chairing and speaking at continuing legal education courses to train lawyers on the discrimination laws and serving as a hearing officer in agency proceedings that involve allegations of discrimination. Examples of the areas where we provide discrimination law advice include: • Americans with Disabilities Act (ADA) compliance and defense • Age Discrimination in Employment Act (ADEA) compliance and defense • Discrimination based on protected status (e.g., because of age, sex, marital status, sexual orientation, race, creed, color, national origin, honorably discharged veteran or military status, disability, etc.) • EEOC and Human Rights Commission proceedings • Equal Pay Act compliance and defense • Harassment, including sexual harassment • Implicit bias • Pregnancy leave and accommodation requirements • Reasonable accommodation of disabilities • Reasonable accommodation of religious beliefs • Retaliation • Washington's Laws against Discrimination (WLAD) • Training on all of the above OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal 77 G. Experience Reducing Liability & Exposure OMW consistently works with its municipal clients to effectively manage risk exposure based on the client's risk appetite in each situation. Not all risks are equal. For example, the risk associated with allowing a volunteer to drive a city -owned van without a completed background check is quite different from the risk associated with the purchase of real property known to be contaminated with solvent chemicals from a dry-cleaning business. Risk management is about more than minimizing negative outcomes; it is also about determining an acceptable level of risk to achieve objectives and capitalize on opportunities that cities encounter. Where a client lands on the risk spectrum depends on each unique situation. We typically advise our city clients to take a balanced risk approach, where potential negative impacts and completion of city goals and objectives are given equal consideration. Regardless of a client's particular risk appetite, we recognize our role as advisors, not decision - makers. Depending on the situation at issue, OMW asks relevant questions to better understand and assess the situation relative to the client's goals. We are very familiar with the Washington Cities Insurance Authority, of which Tukwila is a member, and the COMPACT requirements for its risk pool member cities. We routinely and carefully review contract provisions and revise them, or recommend further revisions, as appropriate under the circumstances to effectively reduce a client's exposure to liability. Overall, OMW uniquely tailors its legal advice to align with the risk tolerance of our client cities in any given situation. OGDEN MURPHY WALLACE, PLLC CITY OF TUKWILA — City Attorney Services Proposal OMWLAW.COM M H. Commitment to Diversity, Equity, & Inclusion within the Firm OMW fully supports the City of Tukwila's restated commitment to being diverse, tolerant and inclusive as set forth in Resolution No. 1970. We continuously strive to incorporate these values within our firm's culture. OMW has taken concrete steps to increase women and minority ownership of our law firm. In recent years, ownership has increased from one WMBE equity ownerto seven WMBE equity owners, and our firm is steadfast in continuing this trend. Additionally, nearly half of our Municipal Practice Group attorneys who joined OMW in the last two years were women, and over 69% of the firm's overall hires in the last two years were women. We also recently created a committee to focus on the evolution of the workforce and one of the primary objectives is to recommend policies and initiatives that encourages diversity (gender, race, generational, LGBTQ+, etc.) throughout staff and ownership. To continue attracting and retaining top notch attorneys, OMW provides flexible work opportunities through our Balanced Hours program, which provides significant financial and career support to attorneys who take time off and/or work a reduced schedule in order to spend time with their children. Our attorneys have had a strong presence in organizations such as MAMAS (Mother Attorneys Mentoring Association of Seattle), Washington Women Lawyers, Legal Voice (formerly the Northwest Women's Law Center), Junior League of Seattle, and MBA Women International. Our strategy to attract more minority candidates includes sponsoring and attending events hosted by minority bar associations and working within such organizations. For example, our lawyers are members of the Filipino Lawyers of Washington, the Loren Miller Bar Association, and the Asian Bar Association of Washington. We also participate in the UW Law School Mentor Program to foster relationships with a wide range of students. OMW also participates in outreach initiatives sponsored by organizations to increase diversity. These initiatives are not limited to lawyers but rather focused on including a broader community and cultural outreach. For example, OMW serves as a Career Partner for the Highline School District and provides internships and Career Day opportunities for its students who are low-income and people of color. We also participate in the race and social justice initiatives undertaken by the Northwest African Art Museum and the Seattle Art Museum's Complex Exchange programs, the Wing Luke Museum, and the World Affairs Council's programs that allow local residents to host visitors from other cultural and racial backgrounds. We continue to monitor opportunities to increase diversity in our workforce. In addition, we continue to raise awareness about the value of diversity within our firm, encourage participation in community activities that support these core values, and focus on building our skills at mentoring and developing our attorneys and staff. OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServicesProposal OMWLAW.COM 79 1. References Steve Lancaster (Ret.) City of Mercer Island I Former Interim City Manager City of Tukwila I Former City Administrator and Community Development Director sklancaster9@gmail.coi 1253-653-9085 Kari Sand worked with Mr. Lancaster when he served as the Interim City Manager for the City of Mercer Island in 2017 while she was the in-house Mercer Island City Attorney. She also worked with Mr. Lancaster for many years during his tenure as the City of Tukwila Community Development Director and later the City Administrator and Kari served as an Assistant City Attorney. Jessi Bon City of Mercer Island Interim City Manager _ 206-275-7660 Kari Sand currently works with Jessi Bon as special counsel on various projects for the City of Mercer Island. They worked together during Kari's tenure as the in-house Mercer Island City Attorney and at the City of Sammamish while Ms. Bon was the Parks & Recreation Director and Kari served as an Assistant City Attorney. Jeff Langhelm City of Gig Harbor I Public Works Director vofgigharbor.ne� 1 253-851-6170 Daniel Kenny has worked as the City of Gig Harbor City Attorney since early 2019. For approximately 4 years before that, Daniel supported the previous City Attorney Angela Summerfield prior to her retirement. Daniel works with Mr. Langhelm in managing and addressing the City's needs. David Osaki City of Mukilteo I Community Development Director dosaki@mukiiteowa.go,_ 1 425-263-8042 Daniel Kenny has worked with the City of Mukilteo for approximately 4.5 years. Daniel began working for the City in a supporting role to former City Attorney Angela Summerfield (now retired) and has since taken over lead City Attorney responsibilities as of early 2019. Michael Sauerwein City of Medina I City Manager rnsauerwein@medina-wa.g,._ 1425-233-6412 Emily Miner has worked with the City of Medina for approximately 2 years. Emily works for the City as Assistant City Attorney, handling City Council meetings as well as various board and commission meetings and assists in responding to a full range of the City's legal needs. Kari Sand also worked with Mr. Sauerwein during her tenure as the Medina City Attorney from January 2011 through May 2015. OGDEN MURPHY WALLACE, PLLC CITY OFTUKWILA— CityAttorneyServices Proposal OMWLAW.COM ME J. Conflicts of Interest OMW does not currently represent any entity or individual that could create a conflict of interest for the City of Tukwila. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA—City Attorney Services Proposal K. Litigation Involving the City of Tukwila or Its Employees Upon information and belief, OMW has not filed any litigation involving the City of Tukwila or its employees. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal 0 L. Litigation Defense There are a range of situations where a municipality may have been named a defendant in an action filed by OMW. One example includes actions OMW filed on behalf of other municipalities such as annexations or boundary line adjustments. Additionally, OMW has represented a range of clients on matters that may have required filing suit against a municipality such as a fire district, hospital district, school district or other municipal corporation. This type of litigation includes actions filed on behalf of construction companies, Native American Tribes, or taxation matters filed for corporate entities. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal E M. Disclosure of Pending Litigation, Judgments, & Complaints with Bar Associations OMW and a former Member were named in a litigation matter that has recently been closed, with the complaint against the former Member removed. See Leishman v. Ogden Murphy Wallace, P.L.L.C. and Patrick Pearce, King County Superior Court No. 17-2- 11921-1 SEA and Washington State Court of Appeals No. 77754-8-I. There are no current complaints against OMW attorneys pending with the Washington State Bar Association. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal N. Other Relevant Professional Experience Kari L. Sand Representative Experience, Thompson v. City of Mercer Island, 193 Wn. App. 653 (2016) — The City of Mercer Island successfully defended its approval of a preliminary short plat application by two challengers, arguing that one failed to exhaust administrative remedies and the other lacked standing. In a Land Use Petition Act appeal, Division I of the Washington State Court of Appeals agreed with the city's lack of standing arguments and held the city's motion to dismiss was timely. PSE, Inc. v. Bellingham, 163 Wn. App. 329 (2011) —Taxpayer utility, PSE, protested the city's imposition of utility tax on certain revenue streams. Finding in the city's favor, Division I held that PSE's gross revenues from selling electric light and power to customers living within Bellingham — including revenue from sales of steam, late payment fees, billing initiation charges, and connection and reconnection charges — were subject to city utility tax even though the taxpayer defined such activities as "non -utility." Tukwila Sch. Dist. No. 406 v. Tukwila, 140 Wn. App. 735 (2007) — Successfully defended school district's action challenging a city's storm and surface water utility charge as an unlawful tax, seeking a declaratory judgment and tax refund. Consistent with the city's position, Division I held the primary purpose of the charge was to regulate runoff, supporting a finding that the charge was a regulatory fee, not a tax. Daniel P. Kenny Publications and Presentations: • Presenter, "The Evolution of Cellular Technologies: From Towers to 5G Wireless Deployments," Washington Association of Prosecuting Attorneys (WAPA) — Summer Training Program, June 2019 • Co -Presenter, "FCC New Small Cell Order & What It Means for Washington Cities," OMW Webinar, October 2018 • Presenter, "Legal Implications of Reed v. Town of Gilbert to Local Sign Codes," Planning Association of Washington (PAW) Boot Camp - Lake Stevens, December 2017; Lacey, March 2017; Mercer Island, June 2016; Lacey, April 2016 • Presenter, "Legal Implications of Reed v. Town of Gilbert to Local Sign Codes," Washington Association of Code Enforcers (WACE) - Annual Fall Conference, 2015 • Presenter, "Legal Implications of Reed v. Town of Gilbert to Local Sign Codes," Washington State Association of Municipal Attorneys (WSAMA) - Annual Fall Conference, 2015 Emily F. Miner Publications and Presentations: • Presenter, "Initiative and Referendum Powers Revisited," Washington State Association of Municipal Attorneys, October 2019 • Co -Presenter, "Telecom Legal Update 2019," Washington Association of Telecommunications Officers and Advisors, May 2019 • Co -Author, "Tribal Treaty Rights and Natural Resource Protection: The Next Chapter United States v. Washington —The Culverts Case," American Indian Law Journal: Vol. 7 :, Iss. 2, Article 3., May 2019 OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal • Author, "New Training Requirements for Contractors Bidding on Public Works Contracts", KCBA Bar Bulletin, March 2019 • Author, "Ninth Circuit Rules on Homeless Camping", KCBA Bar Bulletin, November 2018 • Co -Presenter, "FCC New Small Cell Order & What It Means for Washington Cities". OMW Webinar, October 2018 • Co -Author, "Treaty Rights and Natural Resources, The Next Chapter: United States v. Washington — The Culvert's Case," The Water Report #174, August 2018 OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal 0 O. Proposed Compensation Options Fees and Billing Structure Our proposed rates are highly competitive with other Puget Sound area law firms with municipal practices. Based on our service model, we propose the following rate structure as a standard hourly fee arrangement for general legal services, which will be adjusted annually effective January 15Y by the highest Seattle -Tacoma - Bremerton CPI': Rate Schedule For on -site in Tukwila office hours, we propose the below options at a flat rate cost per week. We would initially suggest using the 24 hour per week option, with the ability for the City to increase hours as desired. Service Options Member/Associate Split Flat Rate Cost per Week 24 hours a week Member: 2 Days / Associate: 1 Day $6,800 32 hours a week Member: 2 Days / Associate: 2 Days $8,800 40 hours a week Member: 3 Days / Associate: 2 Days $11,200 For general work outside of office hours, we propose the following rate structure on a per hour basis: Billing Category Rate Member $300/hour Associates $250/hour For project/site-specific/land use, real estate legal services, including administrative/judicial appeals Billing Category Rate Member $350/hour Associates $275/hour Work eligible for reimbursement to the City from an applicant or entity (e.g., franchise work) Billing Category Rate Member $385/hour Associates $285/hour Paralegal services for all matters will be billed at $140/hour. Travel Time OMW will not charge for travel time to and from Tukwila City Hall. Additional travel time for City -related business outside regular office hours will be billed at applicable hourly rates. ' Based on the potential start date of our engagement, the first annual adjustment will not occur until January of 2021. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA— City Attorney Services Proposal Miscellaneous Expenses The City will not be charged for normal clerical or secretarial work, the expense of which has been calculated into OMW's hourly rates for attorneys. Reimbursement will be made by the City for expenditures related to court costs and fees, copying, postage, computer -aided legal research when conducted on behalf of the City, mileage, and parking. Other expenses shall be reimbursed when authorized in advance by the City. Billing Format OMW will bill the City monthly for services performed. OMW's bill will show the service provided, the date, the person providing the service, and the time expended in tenths of an hour. OMW will work with the City to develop and implement a billing and invoicing framework that meets the City's needs. At the City's preference, individual billing numbers can be established for each department, as well as for any specialty matter (e.g. litigation, contract negotiations, etc.) that arises. Legal services would be billed on a monthly basis and each invoice would include a billing narrative for every time entry sensitive to protecting the attorney/client privilege. OGDEN MURPHY WALLACE, PLLC OMWLAW.COM CITY OF TUKWILA — City Attorney Services Proposal TO: FROM: BY: CC: DATE: City of Tukwila Allan Ekberg, Mayor Public Works Department - Henry Hash, Director INFORMATIONAL MEMORANDUM Finance Committee Henry Hash, Public Works Director, , Hari Ponnekanti, City Engineer Mayor Allan Ekberg February 7, 2020 SUBJECT: 42nd Ave South Bridge Replacement Project No. 91810404 Project Update and Funding for Next Steps ISSUE Provide an update and seek direction on the funding for the 42nd Avenue South Bridge replacement and potential options moving forward. BACKGROUND The City applied to the Federal Bridge Replacement Advisory Committee (BRAC) through Washington State Department of Transportation (WSDOT) Local Programs for grant funding in April 2019. The City was informed in November that the 42nd Ave South Bridge Replacement Project was not selected. At the December 3, 2019 Transportation and Infrastructure meeting, the Committee directed that additional analysis be performed to weigh the options moving forward. Currently, the 42nd Ave S Bridge has a sufficiency rating of 7.56. The sufficiency rating formula is a method of evaluating highway bridge data by calculating four separate factors to obtain a numeric value which is indicative of the bridge sufficiency to remain in service. The sufficiency rating considers a number of factors, only about half of which relate to the condition of the bridge itself. The sufficiency ratings for bridges are part of a formula used by the Federal Highway Administration when it allocates federal funds to the states for bridge replacement. Some of the factors to calculate the sufficiency rating are: 1) Structural Adequacy 2) Serviceability and Functional Obsolescence 3) Special Reductions Although the 42n6 Ave S Bridge has a sufficiency rating of 7.56, there are no known major structural deficiencies. A more in-depth structural analysis will provide further information about the condition of the bridge. https://tukwilawa.sharepointcorrsites/publicworks/Shared Documents/TIC Agenda Ilems/InfoMemo_42nd Ave Next Steps 020720.docx Informational Memo Page 2 ANALYSIS The Public Works Department proposes three options moving forward. Option 1 — Ongoing Monitoring Continue to monitor the bridge conditions, continue the bi-annual (routine) and fracture critical inspections through King County inspectors, and reapply for the BRAC grant. Option 2 — In -Depth Structural Analysis Perform a more in-depth structural inspection using non-destructive testing to better understand how the bridge steel is performing internally. The inspection will include ultrasonic thickness measurements of gusset plates and steel members that exhibit areas of corrosion and pack rust. The inspection will also include a mag-particle inspection in areas of concern to identify if cracks in the steel members are present. There is a possibility that one or both lanes of traffic (up to two weeks) will need to be closed during the inspection to allow access with a bucket truck or Under Bridge Inspection Truck (UBIT). The results of the in-depth inspection will illustrate what is happening internally with the steel at critical locations. Staff will return to Committee with the in-depth inspection report. Option 3 - Shovel Ready Design Seek RFQ proposals for full bridge design to develop a "shovel ready" bridge project to better position the City to receive grant funds. Staff will return to Council for further direction at the 30% design point with updated cost estimates. 30% design mark will allow the City to have a physical product to present to potential funders. Potential funders may include any future statewide transportation packages, via direct allocation from the State capital budget, Freight Mobility Investment Board (FMSIB), State Transportation Improvement Board, and Federal grants. Also, having the 30% design demonstrates the City's commitment to the 42"d Ave S Bridge project when the City reapplies for the BRAC grant later this year. FINANCIAL IMPACT Staff estimates that the in-depth inspection costs described in Option 2 will be up to $39,000, which is available in the current 2019/2020 Annual Bridge Inspection budget. For Option 3, the current approximate cost to perform the full design is between $2 and $3 million. Our estimated cost for the 30% design is $1.5 million with contingency and would take six to nine months to complete from the date the contract is awarded. The funding difference will need to be allocated. The City has the opportunity beyond the BRAC grant to explore other possible funding partners or sources to accelerate the replacement of the bridge. 2019/2020 2019/2020 Projects Expenditures Bridge Budget Annual Bridge Inspections $ 44,800 $ 335,000 TranTech Bridge Support 107,384 S 196th/200th Bridge Repair 477,679 335,000 42"d Ave S Bridge Inspection 39,000 Total $ 668,863 $ 670,000 42"d Ave S Bridge Design 30% Solid Waste Utilitv Tax $ 1,500,000 $ 320,000 680.000 Total $ 1, 500, 000 $ 1,000,000 90 https://tukwilawa.sharepoint.com/sites/publicworks/Shared DocumentsfTIC Agenda Items/InfoMemo_42nd Ave Next Steps 020720.docx Informational Memo Page 3 RECOMMENDATION Staff recommends the three options identified above to move forward with. For Option 1, ongoing bridge monitoring is to be continued. For Option 2, on February 3rd, the Transportation and Infrastructure Committee agreed for the need to conduct an in-depth structural analysis and that Public Works staff will return to Committee with the in-depth analysis results, estimated to be available in the third quarter of 2020. For Option 3, staff recommends seeking RFQs for the full design of the 42nd Ave S Bridge with a check -back to Committee once 30% design is achieved. Concurrently, staff is seeking direction from the Finance Committee to determine design funding in order to forward a recommendation to the February 24, 2020 Committee of the Whole and subsequent March 3, 2020 Regular Council meeting. Attachments: Pages 15 and 17, 2019 CIP First two pages of 08109700 Tukwila 42nd Ave S Bridge Funding Submittal 20190424 https://tukwilawa,sharepoint.com/sites/publicworks/Shared Documents(TIC Agenda Items/InloMemo_42nd Ave Next Steps 020720.docx 91 92 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2019 to 2024 PROJECT: 42nd Ave S Bridge Replacement Project No. 91810404 DESCRIPTION: Design and construct a replacement structure for the existing 42nd Ave S Bridge near the Tukwila Community Center. JUSTIFICATION: The current bridge has a sufficiency rating of 7.6 (out of 100), is load restricted for AASHTO Type 3 trucks and is structurally deficient. Truck speed was reduced to 15 mph in 2018. STATUS: New project for 2019 - 2024 CIP. In 2017, Bridge Replacement Advisory Committee (BRAC) funding was submitted, but not awarded. If there is a BRAC funding round in 2019, staff will apply for those grant funds. MAINT. IMPACT: New bridge. BRAC funding would be at 80% match for up to $12.5 million. Project partners may include BNSF COMMENT: Railroad as they have over 1,800 trips a day an the 42nd Ave S Bridge and it is the only ingress/egress available for their intermodal yard. FINANCIAL Through Estimated tin S000'sl 2017 2018 2019 2020 2021 2022 2023 2024 BEYOND TOTAL EXPENSES Design 1,600 1,600 Land (RW 1,000 1,000 Wetland Mitigation/Monitoring 250 250 250 750 Const, Mgmt. 750 750 1,500 Construction 5,500 5,400 10,900 TOTAL EXPENSES 0 01 01 1,600 1 1,250 1 6,500 1 6,400 1 01 01 15,750 FUND SOURCES Awarded Grant 0 Proposed Grant 1,280 800 5,000 4,920 12,000 Fund Balance -Bond 450 1,500 1,480 3,430 Mitigation 0 City Oper. Revenue 0 0 0 320 0 0 0 0 0 320 TOTAL SOURCES 0 0 0 1,600 1,250 6,500 6,400 0 0 15,750 Pro 6oerinA� cces� - �- T �A D ' ➢ —40 S1 2Sl N � 9 ,J, ' L-1 � s�i`4 u 4 Q.SLi ` 12H t i N �i� o 305[z_= 2019 - 2024 Capital Improvement Program 15 93 CITY OF TUKWILA CAPITAL PROJECT SUMMARY 2019 to 2024 PROJECT: Annual Bridge Inspections and Repairs Project No. 9XX10402 DESCRIPTION: Ongoing program of bi-annual inspections, repairs, painting and rehabilitation of the 22 City bridges. Federally required program identifies safety or repair needs in the early stages to minimize hazards and JUSTIFICATION: costs. The number of bridge inspections necessary each year can vary year to year. Inspection frequencies vary from bridge to bridge and King County has provided some inspection services. STATUS: Construction projects will be determined from inspection reports and noted deficiencies/problems. MAINT. IMPACT: Reduces maintenance costs. COMMENT: Ongoing project, only one year actuals are shown in the first column. FINANCIAL Through Estimated (in S000's1 2017 2018 2019 2020 2021 2022 2023 2024 BEYOND TOTAL EXPENSES Design 141 45 45 45 55 55 65 65 65 581 Land(R/W) 0 Const. Mgmt. 1 40 40 40 50 50 60 60 60 401 Construction 32 250 250 250 300 300 325 325 325 2,357 TOTAL EXPENSES 174 335 335 335 405 405 450 450 450 3,339 FUND SOURCES Awarded Grant Proposed Grant 0 Mitigation Actual 0 Mitigation Expected 0 City Oper. Revenue 174 335 335 335 405 405 450 450 450 3,339 TOTAL SOURCES 174 335 335 335 405 405 450 450 450 3,339 ,�.., Project Location:do - �--� Entire System --, � I 6 rJ f y 2019 - 2024 Capital Improvement Program 17 Federal Highway Bridge Program Project Application Please send copies of the load ratings summary, accident data, any other pertinent information, and electronic photos (640 x 480 pixels minimum .JPG ) with this questionnaire by the due date specified in the cover letter. Agency Name: City of Tukwila Pick one of the following: Bridge Name: 42ND AVENUE SOUTH BR Q Replacement Candidate Bridge Number: TUKxNx14 0 Rehabilitation Candidate Contact Person: Hari Ponnekanti 0 Scour Mitigation Phone: ( 206 ) 431 - 2455 0 Seismic Retrofit Sufficiency Rating: 7.56 SD 0 Painting Bundled Structure ID: 08109700 0 Deck Repair Project Irief Project Description (including bridge replacement type) Remove and Replace the existing 220' truss and 2 - 32' concrete approach spans with a non -redundant steel multigirder bridge. Proposed Length: 310- Width (Curb to Curb): 40' Current Year: 19 Rehabilitation/Replacement/Seismic/Paint/Scour Projects PE Costs (approximately 25% of total) (Soils, Environmental, Design Documents, Plans Preparation, etc.) Right of Way Costs (Purchases, Relocation and Construction Easement) Construction Costs (Environmental mitigation, approach costs (15%), structure costs, etc.) Construction Engineering (18%) Contingency (15%) Mobilization (10%) Inflation Factor (5% per year, based on projected Ad date below) $ 2,189,917 $ 120,000 $ 8,759,667 $1,576,740 $1,313,950 $ 875,967 $ 875,967 Total Rehabilitation/Replacement/Preventative Maintenance Project Costs:* $ 15,712,208 If a Rehabilitation, what would be the Replacement cost for that same structure (including PE, Right of Way, and Construction)? Proiect Milestones Scheduled Scheduled Project Added to Local Agency TIP M/Y 11 / 19 Right of Way Start M/Y 7 / 20 Project Added to Regional TIP M/Y 12 / 19 Right of Way Complete M/Y 12 / 20 Project Added to STIP M/Y 1 / 20 Geometric/30% Design Complete M/Y 10 / 20 Project Definition Begin PE M/Y 6 / 20 General Plan/60% Design Complete M/Y 4 / 20 NEPA Kick Off M/Y 7 / 20 Advertisement M/Y 12 / 21 Environmental Docs Approved M/Y 1 / 21 Contract Awarded M/Y 1 / 22 Provide comments below Open to Traffic M/Y 12 / 23 95 Comments The 42nd Avenue South Bridge is a 3-span 280-foot-long bridge built in 1949. The bridge is comprised of a 220-foot-long fracture critical steel through -truss main span with a 32-foot-long concrete T-beam approach span at each end. The bridge has an extreme 38 degree skew which is causing structural condition issues. The existing bridge is both Structurally Deficient and Functionally Obsolete with a sufficiency rating of 7.56 SD. The bridge is currently the only access to the BNSF Intermodel Facility and to Baker Commodities, a rendering plant, located on the east side of Tukwila's Allentown neighborhood. The bridge has an ADT of 10,300 vehicles per day with 30% trucks by the 2018 traffic count. The City is currently struggling to maintain access to these significant businesses after an indepth structural assessment in 2017 (see attached report) resulted in the load posting of the bridge. To date, the City of Tukwila has had approximately 25 trucks analyzed for permits to cross the bridge. In addition to load requirements, the bridge has a posted speed limit for trucks of 15 mph which allows the majority of legal and the above mentioned special permit vehicles to cross the bridge. This speed restriction has been reinforced by radar speed monitoring signs. The bridge has unknown foundations but is assumed scour safe by a scour analysis performed in 2014. A scour plan of action has been implemented per the unknown status of the foundations. That said, riprap placed on the south abutment has been washed away as noted in the inspection reports so there appears to be a scour concern based on site conditions and history. This includes damage to the north abutment and ongoing settlement at the north approach as material is pumped from behind the abutment retaining wall by hydraulic action. The settlement is highlighted by the sinking of the approach rail has to be regularly repaired with asphalt wedges to smooth the transition onto the bridge. The City of Tukwila has also struggled for years to maintain the bridge. Maintenance projects include a major paint project in the mid-1990's and a significant emergency project to rebuild the north bridge approach after erosion, caused by scour, threatened the existing roadway. The bridge currently needs another paint job, deck repair, seized bearing repair, a seismic retrofit, and a scour repair to address the loss of riprap mentioned above. The City has contracted with King County Bridge Maintenance to clean the bridge regularly in order ensure valid bridge inspections. These inspections are also conducted at a 12 mo. frequency to increase the monitoring of the bridge. Because the 42nd Avenue South Bridge sits on a challenging bend in the Duwamish River, Tukwila contracted a consulting firm to develop viable construction options and accurate concept level estimates. The most straight forward is being presented here and in the attached documents. Although the estimate amount is over the $12M maximum funding level, Tukwila understands that the award is limited. This project is also in the City's current Capital Improvement Program (CIP) with this understanding evident (see attached CIP page). 0 TO: FROM: BY: CC: DATE: SUBJECT ISSUE City of Tukwila Allan Ekberg, Mayor INFORMATIONAL MEMORANDUM Finance Committee Vicky Carlsen, Finance Director Aaron Williams, Fiscal Coordinator Mayor Ekberg February 10, 2020 2019 4th Quarter Cash & Investment Report The Quarterly Cash & Investment Report is provided to the Finance Committee in accordance with the City's Investment Policy. SUMMARY OF INVESTMENT POLICY It is the policy of the City of Tukwila to invest public funds in a manner that will provide maximum security with the highest investment return while meeting the daily cash flow demands of the City while conforming to all state and local statutes governing the investment of public funds. INVESTMENT HOLDINGS As of December 31, 2019, the portfolio totaled $119.5 million comprised of $111.2 million in cash and cash equivalents and $8.3 million in longer term investments. The attached "Cash and Investment Report" provides additional details on the cash and investment holdings of the City. Below is comparison of the Portfolio allocation at year-end 2019 compared to the prior year-end. Portfolio Allocation 12/3112019 Operating Cash LGIP Money Market Certificates of Deposit Government Agencies Municipal Bonds 13,000,083 11 % 83,231,470 70% 14,999.032 13% 2,045.201 2% 4,000,918 3% 2,264,672 2% 119, 641,276 Portfolio Allocation 12131/2018 Operating Cash LGIP Money Market Certificates of Deposit Government Agencies Municipal Bonds 19,861,884 24% 23,030,920 28% 14,642,046 18% 3,538,311 4% 16.716,262 19% 6,860,630 7% 82,650,051 Government Certificates of _Agencies, 3% Deoosit. 2% Money Market, 13%_ Municipal Operating _ Bonds, 21Y. _ Cash,11% 97 INFORMATIONAL MEMO Page 2 INVESTMENT ACTIVITY During 2019 the City received $1.14 million in interest earnings from the LGIP and Money Market accounts. Longer term investments held by the City paid interest totaling $429k and a combined $15.5 million in investments either matured or were called in 2019. No new bond investments were made during this time period. The 2019 annual budget for interest income is $848k; Citywide this was exceeded by over $757k. Conservative budgeting combined with higher than expected interest rates helped accomplish this positive variance. In addition, funds on hand related to the Public Safety Plan projects (unspent bond proceeds) earned over $415k during 2019. RETURN ON INVESTMENTS The annual portfolio yield for 2019 was 1.34%, which appears slightly skewed due to the addition of proceeds from debt issued in the fourth quarter. Washington State LGIP and the Columbia Bank money market accounts are currently earning 1.77% and 1.89%, respectively. The bond proceeds have been kept in cash or LGIP since the PSP projects are all in the construction phase. The Government agency bond investments have an average return of 1.67% and Municipal bonds currently have an average return of 3.22%. POLICY COMPLIANCE AND LIQUIDITY ANALYSIS The portfolio profile is well within the range of all investment policy parameters. During 2020 we will maintain liquidity to meet the cash flow needs of Public Safety Plan construction. See "Policy Compliance & Liquidity Analysis" attachment for additional detail. The portfolio benchmark is the 2-year treasury rate, which is closely tied to the changes in the Federal Reserve Fed Funds Rate. This rate steadily climbed over the past few years but recent cuts to the federal funds rate has moved the current 2-year treasury note to just above 1.5%. The chart below illustrates the return over the past 5 years. The investment portfolio will continue to be managed to take advantage of investment opportunities as they arise ' °0c' while maintaining adequate liquidity to 2.509', meet obligations. 1005; RECOMMENDATION Presentation is for information only. __00% ATTACHMENTS 0.50% 2019-Q4 Cash and Investment Report Policy Compliance & Liquidity Analysis 0.00 2-Year Treasury Note Rate tf1 :n L'l '.D :tl tD tO M1 F M1 W D:i O U. 01 Ct Qt L7 ri � rl .-1 .-i .--1 rl r-I 1 •-1 .-1 N • 1 ri 4 O O O O G O O O G O O O G a O O Q O G (Yl L]' C rJ (1'j ID Ol t`J «7 :D Ql N P(7 lJ5 Ql N (1'1 Li Ol N CITY OF TUKWILA Cash and Investment Details CASH & INVESTMENT REPORT December 31, 2019 (a) (c) (d) Rating Investment Purchase Maturity Term Par Book Yeild to Annual Agency / Issuer Moodys Type Dale Date Yrs Value Balance Maturity Return CASH & CASH EQUIVALENTS US Bank Operating Cash Depository various (b) 13,000,083 13,000,083 0.80 % 79,010 (e) Washington Stale Treasurer LGIP Investment Pool various (b) 83,231,470 83,231,470 1.77 % 700,551 (f) Columbia Bank Money Market various (b) 14,999,032 14,999,032 1.89% 356,987 (f) Total Cash & Cash Equivalents 111,230,585 111,230,585 1.02% 1,136,548 INVESTMENTS Certificates of Deposits Sound Community Bank Certificatet of Deposit 3/4/2019 3/4/2021 1.1 2,045.201 2,045,201 2.97% 45,201 (g) TOTAL CERTIFICATES OF DEPOSIT 2,045,201 2,045,201 2.21 % 45,201 Agencies Federal Home Loan Bank US agency 06/2017 6/29/2020 0.4 1,700,000 1,700,774 1.69% 28,730 Federal Home Loan Bank US agency 08/2017 8/8/2020 0.5 2,300,000 2,300,145 1.65% 37,950 TOTAL AGENCIES 4,000,000 4,000,918 1.67% 66,680 Taxable Municipal Bonds Port Anacortes WA GO LTD Aa3 LTGO 12/2010 9/1/2020 0.6 340,000 345,426 4.49% 15,256 Douglas County Washington Sch Dist Aaa UTGO 12/2010 12/1/2020 0.8 400,000 411,664 4.80% 19,200 Port Tacoma WA GO LTD Txbl Ref Aa2 LTGO Refunding 09/2017 12/1/2020 0.8 510,000 513,902 2.50% 12,750 Multnomah County OR GO LTD Aaa Revenue Bonds 08/2017 6/1/2021 1.3 500,000 487,120 2.28% - (h) Burien WA GO LTD Bid Am Bnds Aa2 LTGO 12/2017 6/1/2020 ` 0.3 500,000 506,460 5.13% 25,625 TOTAL MUNICIPAL BONDS 2,250,000 2,264,572 3.22 % 72,831 Total Investments 8,295,201 8,310,691 2.22% 184,712 Interest earned from malurned/called investments 284,187 TOTAL CASH CASH EQUIVALENTS & INVESTMENTS 119,525,786 119,541,276 1.34% 1,605,446 Annual Portfolio Yelld (i) (a) On Calleable bonds, term is calculated to final maturity even though call date may occur Current Portfolio Allocation first; term of liquid investments is one day; on sinking fund bonds, average maturity is used Municipal Bonds, to calculate term. z% (b) No fixed maturity, funds are available within one day. Cash, 11% (c) Yeild to Maturity represents avaerage rate for the year for various investment vehicles. Agencies, 3% (d) Annualized Return represents actual earnings for the fircal year for bonds. � e Represents earning credit from US Bank. Cit earned interest u to the amount of fees. O P 9 Y P cos, z% (f) Represents rate in effect for period ending this report. i (g) CD matured March 2019; prior CD paid lower rate causing Annualized return to be Mone;Market, lower than CD rate. 13% (h) Zero coupon bonds, pays no interest until matured. (i) Annual Portfolio Yeild is calculated by annual return divided by current portfolio value -LGIP, 70% 100 CITY OF TUKWILA Policy Compliance & Liquidity Analysis CASH & INVESTMENT REPORT December 31, 2019 As of Report Date Available Available in Portfolio Within 1 Year Available 5 - 10 Years Liquidity Analysis & Maturity Diversification Amount Within 5 Years Funds immediately available - US Bank, State LGIP, Money market $ 111,230,585 $111,230,585 $ 111,230,585 Fixed Maturity Investments, maturing in: 0-90 days after Report Date - 91-180 days after Report Date 2,200,000 181-270 days after Report Date 2,640,000 271-360 days after Report Date 910,000 Investments maturing in 1 year or less 2019 5,750,000 5,750,000 5,750,000 Investments maturing in 1-2 years 2020 2,545,201 2,545,201 Investments maturing in 2-3 years 2021 - - Investments maturing in 3-4 years 2022 Investments maturing in 5-10 years 2023 - Investments maturing in more than 1 year 2,545,201 and less than 10 years. TOTALS $ 119,525,786 $116,980,585 $ 119,525,786 $ - 98% 100% 0% Portfolio POLICY Policy Financial Institution Diversification Amount % of Total MAXIMUM Met? US Bank $ 13,000,083 10.9% 50.0% Yes Columbia Bank 14,999,032 12.5% 50.0% Yes Bank of Washington - 0.0% 50.0% Yes Sound Community Bank 2,045,201 1.7% 50.0% Yes Investments in Financial Institutions 30,044,316 25.1% Investments in US Government and other non -financial institutions 89,481,470 74.9% Total $ 119,525,786 100.0% Portfolio POLICY Policy Investment Mix Amount % of Total MAXIMUM Met? Depository 13,000,083 10.9% insured by PDPC Yes State Investment Pool 83,231,470 69.6% 75.0% Yes Money market 14,999,032 12.5% insured by PDPC Yes Certificate of Deposit 2,045,201 1.7% insured by PDPC Yes US Agency 4,000,000 3.3% 75.0% Yes Municipal Bonds 2,250,000 1.9% no limit specified in policy Yes Total 119, 525, 786 100.0% Weighted Average Maturites: Years Performance Analysis Certificates of deposit 1.2 Current portfolio yield 1.34% Agencies 0.6 Municipal bonds 0.9 Benchmarks: Total Investments 0.8 2 year treasury 1.58% POLICY MAXIMUM 3.5 Local Govt Invst Pool 1.77% Policy Met? Yes Note: Cash and cash equivalents are available within one day and arenot factored into the Total Investments weighted average maturity. 101 102