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HomeMy WebLinkAboutContractAGREEMENT FOR REVIEW OF CONSTRUCTION DOCUMENTS THIS AGREEMENT, dated April ___2023, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Perkins Coie LLP (“Consultant”), a Washington Limited Liability Partnership. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide construction-related legal services including but not limited to architect contract, bidding documents, and construction contracts to support City Projects. The scope and limitations of Consultant’s services are further specified in Exhibit A to this Agreement, which is attached and incorporated herein and may hereinafter be referred to as the “Work.” 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth inExhibitA or as otherwise mutually agreed by the Parties. 3.Time of Performance: Consultant shall commence performance of the Agreement upon approval of this Agreement and continue performance for the duration of the Scope of Work specified in this Agreement and Exhibit A, or until either party terminates representation in a manner consistent with Consultant’s applicable rules of professional conduct. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall be as set forth above and in Exhibit A. Compensation shall be paid based upon Work actually performed. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A in an amount not to exceed $20,000. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work isperformed, the Consultant shall submit a voucher or invoice in a form specified by the City, including a description of what Work has been performed, the        CAG-23-164 28, PAGE 2 OF 9 name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the Cityafter partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and        PAGE 3 OF 9 workmanlike manner and in accordance with all reasonable and professional standards and laws. Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridgeand Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non- exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship:        PAGE 4 OF 9 A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’s Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 11. City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882        PAGE 5 OF 9 Information regarding State business licensing requirements can be found at: http://dor.wa.gov/doing-business/register-my-business 12. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 13. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement.        PAGE 6 OF 9 14. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 15. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Shane Moloney, City Attorney 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-8487 smoloney@rentonwa.gov Fax: (425) 430-6498 CONSULTANT Andrew L. Greene 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Phone: 206-359-3234 agreene@perkinscoie.com Fax: 206-359-4234 16. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training.        PAGE 7 OF 9 C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 17. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 18. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant.        PAGE 8 OF 9 B. General Administration and Management. The City’s project manager is Shane Moloney. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference for the purpose for which they are referenced within this Agreement, including acknowledgement and waiver of conflicts and potential conflicts per Exhibit A. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement, including Exhibit A, contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set        PAGE 9 OF 9 forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ Martin Pastucha Public Works Administrator Andrew L. Greene Partner _____________________________ Date April 7, 2023 Date Approved as to Legal Form _____________________________ Shane Moloney Renton City Attorney Contract Template Updated 3-30-23 – customized for Perkins (2507)            Approved by Cheryl Beyer via 4/10/2023 email Legal Services Agreement - Exhibit A LEGAL140962189.1 August 20, 2018 VIA E-MAIL Mr. Shane Moloney City Attorney City of Renton 1055 S. Grady Way Renton, WA 98057 Andrew L. Greene AGreene@perkinscoie.com D. +206.359.3234 F. +206.359.4234 Re: Legal Representation Dear Shane: We are delighted that the City of Renton (“the City,” “you” or “your”) has selected Perkins Coie LLP as legal counsel. This letter describes the scope and terms of our engagement. Although this letter addresses the formalities of our engagement, along with the City’s professional services agreement, we want you to know how honored we are to be working with the City. Perkins Coie will represent the City in connection with construction matters that arise related to the Family First Community Center project. This letter will also apply to any additional matters that we undertake at the City’s request, unless otherwise specified in a separate engagement letter addressing that matter. Unless other arrangements are made, the principal factors in determining our fees will be the time and effort devoted to the matter and the hourly rates of the lawyers and paralegals involved. I will have primary oversight for Perkins Coie’s representation of the City, but we assign other firm lawyers and paralegals when necessary, beneficial or cost-effective and when desirable to meet the time constraints of the matter. My current hourly rate for this initial matter, before a discount is applied, is $575, but we have agreed to provide the City with a discount of 25% from our regular rates. (This discount will be reflected on your monthly invoices.) Our hourly rates in Seattle range from $995 per hour for our most specialized and experienced partners to $155 for junior paralegals, depending on their experience levels. Our rates are adjusted at least annually, usually on January 1. Services performed after the effective date of the new rates will be charged at the new applicable rates unless otherwise agreed. We normally issue invoices for our fees and disbursements on a monthly basis. These invoices include detail that most of our clients find sufficient, but please let me know at any time if more detailed information is needed on our invoices. Please also refer to the enclosed Information for Clients for specifics regarding fees,        Mr. Shane Moloney August 20, 2018 Page 2 LEGAL140962189.1 disbursements, billing, payment, and termination of our representation should payment not be made or other circumstances warrant. Our representation of the City does not include acting as counsel for any entity in which the City holds equity or any subsidiary, affiliate, equity-holder, employee, family member or other person (collectively, “Affiliates”), unless such additional representation is separately and clearly undertaken by us. If in the future we and the City mutually agree to expand our representation of the City to include any of the City’s Affiliates, it is agreed that the terms, conditions and consents contained herein will apply to such representation(s). Perkins Coie represents many other companies, individuals and government agencies (“clients”). During the time we are representing the City we may be asked to represent: (1) other present or future clients in transactions, litigation or other disputes directly adverse to the City that are not substantially related to our representation of the City; and/or (2) parties who are considered directly adverse parties in matters we handle for the City. Our work for these directly adverse parties would be in matters that are not substantially related to our work for the City; and/or (3) the City in future transactions, litigation or other disputes directly adverse to other firm clients in matters not substantially related to our work for the other firm clients. We request the City’s consent to allow Perkins Coie to undertake such future representations without the need to obtain any further or separate approval from the City, as long as the representations described in (1) and (2) above are not substantially related to work Perkins Coie has done, or is doing, for the City. Your signature below constitutes the City’s consent to such representation(s). We agree not to use any proprietary or other confidential nonpublic information concerning the City acquired by us as a result of our representation of the City in connection with any litigation or other matter in which we represent a party directly adverse to the City. As I mentioned, we also have identified actual and potential conflicts of interest involving other clients and the City. Perkins Coie currently represents the following clients in matters adverse, or potentially adverse, to the City: 1. The Boeing Company, its subsidiaries and affiliates (collectively, “Boeing”) in land use matters adverse to the City. Boeing is adverse (or potentially adverse) to the City as the land use regulatory body that governs permits and approvals that affect certain Boeing properties located in Renton (the “Boeing Waived Matters”)        Mr. Shane Moloney August 20, 2018 Page 3 LEGAL140962189.1 By this letter, we seek confirmation that Perkins Coie has the informed consent of the City to continue our representation of Boeing, as described below, in matters adverse to the City, while undertaking representation of the City in unrelated matters. Under the rules governing professional responsibility and conflicts of interest, Perkins Coie may represent Boeing in the Boeing Waived Matters adverse to the City and simultaneously undertake the representation of the City in unrelated matters only under certain conditions. First, we must have the written consent of each client. Second, we must reasonably believe that our representation will not be adversely affected and that we will be able to provide competent and diligent representation to each client. To the best of our knowledge, the work we are now being asked to undertake for the City is not related to any legal services that Perkins Coie has performed or is performing for Boeing adverse to the City. To ensure the protection of each client’s confidences and secrets, we confirm that all data and files relating to Boeing will be kept separate from the data and files relating to work that we are doing for the City. Further, it is confirmed that the attorneys for the City have not and are not doing any work for Boeing on the Boeing Waived Matters. To further ensure each client’s confidentiality, lawyers and staff representing the City will not concurrently participate in the representation of Boeing in the Boeing Waived Matters or discuss the Boeing Waived Matters with lawyers and staff representing Boeing on the Boeing Waived Matters. Similarly, lawyers and staff representing Boeing on the Boeing Waived Matters will not concurrently participate in the representation of the City or discuss matters concerning the City with lawyers and staff working on matters for the City. Based on these precautions, we are confident in our ability to represent each client’s interests without limitation or compromise across all matters. Boeing is not involved in the work we have been asked to undertake for the City, and we do not expect that Boeing will become involved. In the event that Boeing does become involved in the matters we handle for the City, we will notify Boeing and give Boeing an opportunity to review the ethical wall and other protocols that Perkins Coie has put in place. If a dispute were to arise between Boeing and the City in connection with the matters we handle for the City, Perkins Coie would not represent either party. By your signature below, you confirm that you understand that Boeing’s consent is contingent on the City agreeing not to use Perkins Coie’s representation of it as a basis for seeking to conflict Perkins Coie out of the Boeing Waived Matters or any other current or future work for Boeing that is unrelated to our representation of the City.        Mr. Shane Moloney August 20, 2018 Page 4 LEGAL140962189.1 2. Perkins Coie represents Puget Sound Energy, Inc., and its parent company, Puget Energy, Inc., and their subsidiaries and affiliates, (collectively, “PSE”). Our current and anticipated future work for PSE includes real and personal property matters, bankruptcy, tax, litigation, Bonneville Power Administration, environment, contract, transmission, interconnection, energy, utility, facilities, licensing, permitting, land use, regulatory, corporate, administrative, safety, employment, business, financing, and other matters. Adversities to the City on behalf of PSE might arise, for example, in connection with matters of the type described above, including matters involving disputes, claims, or litigation (or regulatory, administrative or arbitration proceedings), which arise out of the foregoing matters or which may arise under tort, contract, condemnation, bankruptcy, or other law or statute. Currently, Perkins Coie is advising PSE in connection with several matters adverse or potentially adverse to the City, including, but not limited to, land use matters and electric and gas franchise matters. Additionally, the firm anticipates that PSE will continue to interact with the City. This consent is intended to cover all matters in which the City might be adverse, including regulatory matters before the WUTC and environmental and land use matters. Under the rules governing professional responsibility and conflicts of interest, Perkins Coie may represent PSE directly adverse to the City in the matters outlined above, and simultaneously represent the City in unrelated matters, only under certain conditions. First, we must have the written consent of each client. Second, we must reasonably believe that our representation of each client will not be adversely affected and that we will be able to provide competent and diligent representation to each client. We are confident that our relationships will not be adversely affected and in our ability to represent each client’s interests without limitation or compromise. Your signature below will confirm that the City consents on an informed basis, after full disclosure of the conflicts of interest, to Perkins Coie’s representation of PSE as outlined above in matters adverse to the City, while simultaneously undertaking representation of the City in unrelated matters. If, in the future, the City wishes to withdraw or limit any of the consents provided in this letter, Perkins Coie may withdraw from representation of the City. Such withdrawal will be the City’s sole remedy. The City agrees that it will not seek to recover attorneys’ fees expended prior to Perkins Coie’s withdrawal and will not seek to disqualify Perkins Coie from continued representation of other firm clients, including PSE, on current and future matters. 3. Renton School District - Perkins Coie currently represents the Renton School District in real estate and other land use matters adverse, or at least potentially adverse, to the City, including matters related to the Family First Community Center project.        Mr. Shane Moloney August 20, 2018 Page 5 LEGAL140962189.1 4. S Properties - Perkins Coie currently represents S Properties in land use and other matters related to potential Sound Transit’s condemnation of property in Renton, WA Under the rules governing professional responsibility and conflicts of interest, Perkins Coie may represent the Renton School District and S Properties in the matters described above adverse, or potentially adverse, to the City and simultaneously undertake representation of the City in unrelated matters only under certain conditions. First, we must have the written consent of each client. Second, we must reasonably believe that our representation will not be adversely affected and that we will be able to provide competent and diligent representation to each client. To the best of our knowledge, the work we are now being asked to undertake for the City is not related to any legal services that Perkins Coie has performed or is performing for the Renton School District or for S Properties adverse to the City. In light of the foregoing, your signature below will confirm that you consent, on an informed basis, to Perkins Coie’s representation of Renton School District and S Properties in matters adverse to the City and simultaneous representation of the City in unrelated matters. None of the specific consents sought for the firm’s active adversities are intended to limit the prospective consent above. Perkins Coie may need to consult with or secure consent from its other current or prospective clients who are or may become adverse to you in order to clear or address actual or potential conflicts of interest. You agree and consent that to the extent it is reasonably necessary in such communications, Perkins Coie may disclose to each such current or prospective client the fact that Perkins Coie has or has had an attorney-client relationship with you. During our representation of the City, there may be issues that raise questions about our duties under the rules of professional conduct that apply to lawyers. These might include, e.g., conflict of interest issues, and could even include issues raised because of a dispute between us and a client over the handling of a matter. Normally when such issues arise we would seek the advice of our Professional Standards Counsel, Loss Prevention partners or Professional Standards Conflicts Attorneys who are experts in such matters. Consistent with the rulings of courts in many jurisdictions, we consider such consultations to be attorney-client privileged conversations between firm personnel and counsel for the firm. However, there have been judicial decisions indicating that under some circumstances such conversations involve a conflict of interest between the client and Perkins Coie and that our consultation with Perkins Coie’s counsel may not be privileged, unless we either withdraw from the representation of the client or obtain the client’s consent to consult on a privileged basis with Perkins Coie’s counsel.        Mr. Shane Moloney August 20, 2018 Page 6 LEGAL140962189.1 We believe that it is in our clients’ interests, as well as ours, that in the event legal ethics or professional responsibility issues arise during a representation, we receive expert analysis. Accordingly, as part of our agreement concerning our representation of the City, you agree that if we determine in our own discretion during the representation that it is appropriate to consult with our firm counsel (either Perkins Coie’s internal counsel or, if we choose, outside counsel) we have your consent to do so on a privileged basis despite any alleged conflict of interest. You further agree that our continuing to represent you at the time of such consultation shall not thereby waive or otherwise limit any attorney-client privilege that Perkins Coie has regarding the confidentiality of our communications with our own in-firm or outside counsel. The costs associated with such legal counsel for Perkins Coie will be paid solely by Perkins Coie and will not be charged to you in any way. This letter, along with the City’s professional services agreement and the enclosed Information for Clients, confirms the terms and conditions under which Perkins Coie LLP will provide legal services to the City. Unless otherwise agreed in writing, the terms of this letter and the enclosed Information for Clients will also apply to any additional matters that we undertake at the City’s request. If you agree that this letter correctly describes the terms of our engagement, please sign and date a copy of this letter and return it to me. Should you have any questions about this letter, our services or fees, or if you have any other concerns, please call me at any time. We look forward to working with you and are gratified by your confidence in Perkins Coie. Sincerely, Andrew L. Greene ALG:cb Enclosures: Information for Clients Perkins Coie IRS form W-9 ACCEPTED AND AGREED: CITY OF RENTON By: Print Name: Its: City Attorney Date:        LEGAL140962189.1 -1- Information for Clients Perkins Coie LLP is pleased to serve you. The following information explains the terms that apply to our engagements (except to the extent that you have reached a different written understanding with us about particular terms) for legal services provided by Perkins Coie LLP. No changes or additions to these terms will be binding unless confirmed in writing sent by us or signed by us. We encourage you to discuss this information with our lawyers at the inception of a matter and whenever you have questions during the course of that matter. Section headings are for convenience of reference only and not intended to affect the interpretation of the provisions of such sections. Personnel. We generally assign one lawyer primary responsibility for seeing that your requests for legal services are met, but additional lawyers, paralegals and technology professionals may assist in rendering the most appropriate and efficient legal services. We attempt to assign personnel to each matter based on the nature and scope of the issues raised by the matter and our lawyers’ experience and expertise. Basis for Fees. We charge for legal services rendered by our firm at applicable hourly rates. Each attorney, paralegal, and other timekeeper records time at assigned billing rates. Because hourly rates vary among personnel, each statement typically reflects a composite of several hourly rates. Those rates are reviewed periodically and change at least annually (usually on January 1) based on economic factors and the changing experience levels of our personnel. Services performed after the effective date of the new rates will be charged at the new rates. Disbursements and Other Charges. In the course of performing legal services for you, various services may be provided by third parties. Examples include messenger and courier charges, filing and recording fees, foreign agent fees, court reporters and transcript costs, expert and other witness fees, discovery vendor costs, charges for outside consultants and research services, and travel expenses. You are responsible for these third-party charges, and we reserve the right to forward their invoices directly to you for payment. For administrative ease, however, we may advance payment to the third-party provider and include the charge on our invoice to you, with no markup for handling. We will retain and not allocate to clients relatively insignificant discounts we receive for prompt payment or volume usage. For patent, trademark and other matters that may involve significant third-party payments, you may be required to maintain a minimum balance in a trust account to fund such payments. You will be advised of any such requirements, and we will not be obligated to request or pay for third-party services not fully covered by such deposits. We will also charge you for certain internal services we provide in connection with our legal services. As noted below, because we both invest in specialized equipment and commit to long-term contracts with computer research vendors (such as Westlaw) and other vendors, we achieve savings in exchange for guaranteed payment, usage or other obligations undertaken at our risk. This allows us to charge our clients for certain services at rates discounted below standard rates. However, the payments we receive from clients for these services may exceed our total payments to the vendors. This excess is used to partially offset the costs we incur for related equipment and personnel and the risks we assume in entering into these contracts. We currently charge specific internal costs in the following manner: 1. Photocopying, Printing, and Facsimile. In our U.S. offices, clients are charged ten cents per page for photocopying. These charges are higher in our non-U.S. offices. We do not charge for facsimiles sent or received. 2. Computer Research. There is no extra charge to clients for our use of the firm’s internal work product retrieval system. Clients are charged for computer-assisted research from outside services, other than many Westlaw Services, at the vendors’ standard rates. For many services from Westlaw, our primary outside computer-research source, we are able to charge clients just 37% of Westlaw’s standard rates as of 2016 because we committed to a long-term contract with monthly minimum payments. We may occasionally be able to pass along other discounted rates for computer-assisted research from outside sources when we can negotiate volume discounts.        LEGAL140962189.1 -2- 3. Telecommunications. We do not charge for local or long-distance calls or for any email communications. Credit card and cell phone calls necessitated by work on your matters are charged at our actual cost. 4. Mail/Messengers. In our larger offices, we may use firm messengers whenever appropriate to shorten delivery times and offer greater flexibility. Charges for such internal messengers are equal to or below rates charged by outside messengers for similar services. We do not charge for regular mail. Bulk mailings, packages, overnight deliveries, and special postal services are charged at our actual cost. 5. Overtime. Clients are charged for staff overtime, meals, and transportation only when (a) the client specifically requests after-hours effort or (b) the nature of the work necessitates overtime and such work could not have been done during normal work hours. 6. Discovery Services and Database Hosting. Certain matters, particularly large-scale litigation, may require certain discovery and ancillary support services such as data processing, data hosting and certain software solutions that you instruct us to use. In some instances we may be able to reduce costs by contracting with vendors, including discovery and data storage vendors on whose servers and other media your information may be stored, to purchase a quantity of service over time that is beyond the needs of a single client. Because these services require us to incur management and other overhead expenses, we may bill you at a reduced per-unit rate that does not fully reflect the quantity of discounts we ultimately obtain. Invoices and Payment. We typically bill monthly, and payment is due upon receipt of the invoice. Payment of an invoice will reflect your agreement to the amount charged on that invoice, and you must bring any misbilling or other charge that you believe is inappropriate to our attention within 45 days of presentation of the invoice. To the fullest extent permitted by law, you agree that we have an attorneys’ lien (including, without limitation, in the results of our services) to secure payment of the obligations owed us and that we may take steps to inform others of any attorneys’ lien rights we might have. For accounts not paid within 30 days of the invoice date, we add a late payment charge of 1% per month (or such lower rate as required by applicable law) on unpaid balances from the invoice date. Unless otherwise agreed upon, we may apply payments first to our own attorneys’ fees and costs of collection, second to our late charges, third to our invoiced fees, and finally to our invoiced disbursement charges. Our election not to exercise any rights or not to require punctual performance of each provision of this agreement will not be construed as a waiver or relinquishment of our rights. We do not and cannot guarantee the outcome of any matter or particular results, and payment of our fees and disbursements is not conditioned on any particular outcome. If we are required to bring an action or proceeding to collect fees or disbursements due us, we will also be entitled to recover certain fees and costs. These include, but are not limited to, our own outside attorneys’ fees, expert witness fees, other costs of collection billed to us, and the value of legal services Perkins Coie’s own attorneys perform in analyzing or prosecuting a collection action if such circumstances arise on your account. You consent to venue and jurisdiction wherever we have an office with attorneys who worked on your behalf. Also, if we are required to testify, produce documents, or respond to other requests in connection with litigation or other proceedings commenced by third parties that relate to our representation of you, you will pay us our reasonable fees and costs incurred in connection with such activities. For matters handled by our New York lawyers, the client may have a right to arbitrate fee disputes under Part 137 of the Rules of the Chief Administrator of the New York Supreme Court, Appellate Division. E-billing Set-Up.We understand that our clients often use e-billing services. In many instances, those e-billing services electronically send our clients’ Outside Counsel Guidelines as part of the procedure to set up the account. Acceptance of Outside Counsel Guidelines by our finance/billing personnel through e-billing services set-up is to facilitate invoicing. To the extent that there may be provisions within those guidelines that conflict with this engagement letter or the Information for Clients attachment, this engagement letter and attachment will control unless we otherwise mutually agree in writing. Insurance Coverage. You may have insurance policies relating to a matter for which you engage us that might cover, among other things, reimbursement of attorneys’ fees and costs. If coverage is potentially available, including coverage for our fees and costs, your appropriate insurance company must be notified as soon as possible. We can advise you on the availability of insurance coverage only if you expressly and timely request that we do so,        LEGAL140962189.1 -3- we do not have a conflict of interest, and we agree to undertake such additional work. You would then need to furnish us copies of all relevant insurance policies and related documents. Regardless whether, when, and to what the extent insurance coverage might be available to reimburse all or a portion of our fees and costs, you nevertheless remain primarily obligated for amounts owed us, including any late charges that accrue during any delay in payment by others. Advance Payments and Estimates. We may require advance payments before working or continuing work on a matter. Of course, the amount of work we are called upon to perform may subsequently exceed our prior expectations. Regardless of whether you make an advance payment, you agree that any budget, estimate, or similar range for potential charges is nothing more than a forecast based on then-current assumptions, and any such forecast may be high or low due to changed or unforeseen circumstances. We reserve the right, as a condition of providing additional services, to require an increase in any advance payment. Legal Service Provider. We provide strictly legal services to you in connection with this agreement. You are not relying on us for any services other than legal services, and we are specifically not providing any business, investment, insurance, or accounting advice or any investigation of the character or credit of persons with whom you may be dealing. Identity of Client. You confirm that we are being engaged by you and not any of your subsidiaries, affiliates, equityholders, employees, members of your family, or other persons (collectively, “Affiliates”), unless we separately and explicitly undertake such representation. You also expressly confirm that, as our representation is limited to you and does not include acting as counsel for your Affiliates, we may represent other clients adverse to your Affiliates without disclosing those matters to you or obtaining your consent. If in the future we agreed to expand our representation of you to include one or more of your Affiliates, you, and Affiliate(s), agree that the terms, conditions and consents contained in our engagement letter with you will apply to such representation(s). Conflicts of Interest. We have performed a search of our other clients to determine whether representing you might create a potential conflict of interest with any other clients. That check was done using your name and any other names you gave us. Please inform us immediately if you use other names or have affiliated companies that we should enter into our conflicts system. Cooperation/Reliance on Accurate Information. To enable us to represent you effectively, you will cooperate fully with us in your matter(s). You and your agents will fully and accurately disclose to us all facts and documents that may be relevant to a matter we undertake or which we may otherwise request. This information will form the basis of our legal advice. Email Communication Disclaimer. Many of our legal professionals receive hundreds of email messages per day (in addition to spam). Although email is an efficient method for many communications, it can also be delayed in transit or otherwise missed (e.g., blocked by our anti-spam software). If you have not received a response or acknowledgement of receipt of an email, please notify the intended recipient. Termination of Services. We retain the right to cease performing legal services and to terminate our legal representation for any reason consistent with ethical rules, including conflicts of interest or your failure to pay our legal fees and expenses when due. Our representation in any matter will also cease on completion of our work on that matter unless you ask us to perform additional work that we agree to undertake. Performing additional services for you on the same or any other matter is subject to these terms and conditions, our mutual concurrence and clearance of conflicts, if any. We are unable to assure you that matters for other clients will not conflict us out of additional matters you might later ask us to undertake. On completion of a matter, we may close our files and, absent a specific written undertaking to do so, will not thereafter be obligated to docket milestones, make additional or continuation filings, pursue appeals, take other steps on your behalf on the matter, or monitor or advise you with respect to changes in the law or circumstances that might bear upon or adversely affect the completed matter. If you wish to have us return material from your files after the conclusion of a particular matter, we will provide you such material at your request and expense. Some of our practice groups consider our electronic records to be the official client file. Thus, requests for copies of client files may be provided in electronic form only. We will have no        LEGAL140962189.1 -4- obligation to retain client files more than one year after the conclusion of a particular matter or our representation. Our representation of you will be deemed concluded at the time that we have rendered our final bill for services on the matter described in our engagement letter or any such additional matters that are clearly undertaken by us. Whether we will undertake any further matters and form an attorney-client relationship again will depend upon your request, our performance of a conflicts check and our expression to you of our willingness to accept any further matters. Alliances/Other Counsel. Many of our clients also have international or other legal needs we cannot fulfill. This causes us from time to time to establish ongoing working relationships or strategic alliances with law firms in other jurisdictions. While our close relationships with our legal colleagues at these firms have helped us provide coordinated representation for many of our clients, these firms (and other firms we may recommend to our clients) are separate from and independent of Perkins Coie. We do not share personnel or fees, do not have common operations beyond occasional joint seminars and presentations, and must check any other firm’s conflicts of interest before that firm’s lawyers may jointly represent any of our clients. Under rules in certain jurisdictions where we practice, we must advise you that you may consult independent counsel to advise you regarding these documents governing our relationship, and we encourage you to do so if you like. Also, you retain the right to consult with independent counsel at any time while we represent you. However, we are not responsible for any advice an independent counsel may give you, and such consultation will be entirely at your expense. Questions. We endeavor to deliver legal services effectively and efficiently and to render accurate and understandable billings. Please direct any questions about services or billing practices to your client service lawyer. Questions regarding the billing or payment status of your account may also be directed to the Client Accounting Department in our Seattle office at 1-800-261-3143 (206-359-3143 in the Seattle area).        LEGAL140962189.1