2007.12.11 CC Committee Meetings Agenda PacketAGENDA
City Council Committee Meetings
Council Chambers, Public Safety Complex
250 5th Avenue North, Edmonds
December 11, 2007
6:00 p.m.
The City Council Committee meetings are work sessions for the City Council and staff only. The meetings are open to the
public but are not public hearings. The Committees will meet in the following rooms:
Community/Development Services (Council Chambers), Finance (Jury Room), Public Safety (Police Training Room)
1.Community/Development Services Committee
A. AM-1303
(20 Min)
Briefing on the December 3, 2007 storm related damage.
2.Finance Committee
A. AM-1302
(10 Min)
Edmonds Public Facilities District Contingent Loan Agreement.
B. AM-1301
(5 Min)
Edmonds School District Broadband Agreement.
C. AM-1299
(15 Min)
Professional Services Agreements (PSA) between City of Edmonds and Mike Doubleday, Patton Boggs, LLC
(Addendum #2), and Salter Joyce Zyker.
3.Public Safety Committee
A. AM-1298
(20 Min)
Cat Licensing
B. AM-1296
(10 Min)
Purchase of a replacement SWAT bus.
C. AM-1304
(15 Min)
Parking spaces for disabled persons.
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AM-1303 1.A.
Briefing on the December 3, 2007 Storm Related Damage
City Council Committee Meetings
Date:12/11/2007
Submitted By:Kim Karas, Public Works
Submitted For:Noel Miller Time:20 Minutes
Department:Public Works Type:Information
Committee:Community/Development Services
Information
Subject Title
Briefing on the December 3, 2007 storm related damage.
Recommendation from Mayor and Staff
Continue to proceed with emergency response and recovery efforts.
Previous Council Action
On December 4, 2007, the City Council passed a Resolution declaring an emergency.
Narrative
Public Works and Development Services staff will provide an update on the response and recovery
efforts resulting from this severe storm.
Fiscal Impact
Attachments
No file(s) attached.
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/06/2007 01:10 PM APRV
2 Mayor Gary Haakenson 12/06/2007 03:22 PM APRV
3 Final Approval Sandy Chase 12/06/2007 03:42 PM APRV
Form Started By: Kim
Karas
Started On: 12/06/2007 10:22
AM
Final Approval Date: 12/06/2007
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AM-1302 2.A.
Edmonds Center Contingent Loan Agreement
City Council Committee Meetings
Date:12/11/2007
Submitted By:Dan Clements, Administrative Services Time:10 Minutes
Department:Administrative Services Type:Action
Committee:Finance
Information
Subject Title
Edmonds Public Facilities District Contingent Loan Agreement.
Recommendation from Mayor and Staff
Approve Contingent Loan Agreement
Previous Council Action
This item was discussed at the November 14 Finance Committee meeting.
Narrative
The City guaranteed the original construction loan for the Edmonds Center for the Arts. This
agreement would enable the Center to roll the interim construction financing into a longer term
fixed rate loan, with a rate lower than the present adjustable rate.
This agreement simply transfers the City guarantee from the bridge loan to the permanent loan, and
deleted Bank of America as a party to the agreement.
Fiscal Impact
Attachments
Link: Contingent Loan Agreement
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/06/2007 09:52 AM APRV
2 Mayor Gary Haakenson 12/06/2007 09:54 AM APRV
3 Final Approval Sandy Chase 12/06/2007 10:06 AM APRV
Form Started By: Dan
Clements
Started On: 12/06/2007 07:55
AM
Final Approval Date: 12/06/2007
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CONTINGENT LOAN AGREEMENT
by and between
THE CITY OF EDMONDS
and
THE EDMONDS PUBLIC FACILITIES DISTRICT
relating to the
EDMONDS PUBLIC FACILITIES DISTRICT
$_________
GENERAL AND REVENUE OBLIGATION BONDS,
SERIES 2008
Dated as of January __, 2008
This document prepared by:
Foster Pepper PLLC
1111 Third Avenue, Suite 3400
Seattle, Washington 98101
(206) 447-4400
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TABLE OF CONTENTS
ARTICLE 1. Recitals..................................................................................................................................................1
ARTICLE 2. Definitions.............................................................................................................................................2
ARTICLE 3. Loans to the District; Repayment Terms...........................................................................................3
Section 3.1 Loans to the District .........................................................................................................................3
Section 3.2 Procedures Under Guarantee; Time and Amount of Loans..............................................................3
Section 3.3 Covenants Regarding Debt Limit and Additional Debt....................................................................4
Section 3.4 Repayment Terms.............................................................................................................................5
Section 3.5 Nature of District’s Obligation.........................................................................................................6
Section 3.6 Nature of City’s Obligation..............................................................................................................6
Section 3.7 City Acknowledgments ....................................................................................................................6
ARTICLE 4. Rights of City Upon Making Loans....................................................................................................6
Section 4.1 Rights of the City..............................................................................................................................6
ARTICLE 5. Additional Obligations and Covenants...............................................................................................7
Section 5.1 Agreement to Issue Bonds................................................................................................................7
Section 5.2 Third Party Beneficiary....................................................................................................................7
Section 5.3 Representations and Warranties of the District. ...............................................................................7
Section 5.4 Additional Covenants and of the District. ........................................................................................7
ARTICLE 6. Remedies Upon Default .......................................................................................................................9
Section 6.1 Remedies of City on Default............................................................................................................9
Section 6.2 Remedies of District on Default.......................................................................................................9
Section 6.3 No Remedy Exclusive......................................................................................................................9
Section 6.4 No Implied Waiver...........................................................................................................................9
Section 6.5 Agreement to Pay Attorneys’ Fees and Expenses ............................................................................9
Section 6.6 Dispute Resolution ...........................................................................................................................9
ARTICLE 7. Hold Harmless....................................................................................................................................10
ARTICLE 8. Miscellaneous......................................................................................................................................10
Section 8.1 Continuing Disclosure Undertaking of the City .............................................................................10
Section 8.2 Governing Law; Venue ..................................................................................................................11
Section 8.3 Notices............................................................................................................................................11
Section 8.4 Binding Effect ................................................................................................................................11
Section 8.5 Severability.....................................................................................................................................12
Section 8.6 Amendments...................................................................................................................................12
Section 8.7 Additional Debt..............................................................................................................................12
Section 8.8 Waiver of Breach............................................................................................................................12
Section 8.9 No Rights Created in Third Parties.................................................................................................12
Section 8.10 Time of Essence .............................................................................................................................12
Section 8.11 Effective Date of and Termination of Agreement ..........................................................................13
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CONTINGENT LOAN AGREEMENT
RELATING TO THE
EDMONDS PUBLIC FACILITIES DISTRICT’S
$_________ GENERAL AND REVENUE OBLIGATION BONDS, SERIES 2008
This CONTINGENT LOAN AGREEMENT (this “Agreement”) is dated as of January
[__], 2008, by and between THE CITY OF EDMONDS (the “City”), a code city organized
under the laws of the State of Washington, the EDMONDS PUBLIC FACILITIES DISTRICT
(the “District”), a municipal corporation established by the City of Edmonds and duly
organized and existing under and by virtue of the laws of the state of Washington (together, the
“Parties”).
The City and the District enter into this Agreement solely for the purpose of providing
credit support for the District’s General and Revenue Obligation Bonds, 2008, issued in the
principal amount of $__________ pursuant to Resolution No. ___ of the District adopted on
[December __, 2007] (the “Bond Resolution”).
The Parties agree as follows:
ARTICLE 1.
Recitals
The following facts and circumstances form the background of this Agreement:
1. The District is a duly organized and legally existing municipal corporation of the
State of Washington. The District and the City are authorized by applicable provisions of state
law, including chapters 35.57 and 35.59 RCW, and RCW 82.14.390, to acquire, construct, own,
remodel, maintain, equip, repair and operate a regional center (including multipurpose
community centers and special events centers) and related parking facilities.
2. The City and the District have the authority to enter into interlocal agreements
under chapters 35.57, 35.59 and 67.28 RCW for joint and cooperative action, including
provisions to finance joint or cooperative undertakings, multipurpose community centers,
regional centers and tourism-related facilities, and to provide for services to be provided by one
government to another.
3. The District’s Board of Directors (the “Board”) has previously found and
determined that the residents of the District and the region will benefit from the District’s
acquisition, construction, operation and maintenance of a performing arts center, known as the
Edmonds Center for the Arts (the “Regional Center”), which will provide for meetings,
conferences, community events, trade shows, and artistic, musical, theatrical or other cultural
exhibitions, presentations or performances.
4. As authorized by RCW 35.57.040(1)(d) and RCW 82.14.390, the District has
since 2001 imposed and collected a 0.033% sales and use tax to assist in financing the design,
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development, acquisition, construction, operation and management of the Regional Center,
which taxing authority will expire when the bonds issued for the construction of the Regional
Center and related parking facilities are retired, but not later than 2026, which is twenty-five
years after the tax was first collected.
5. The District has entered into an Interlocal Agreement (the “Interlocal
Agreement”) with the City, the Snohomish County Public Facilities District (the “County
PFD”) and Snohomish County (the “County”), dated November 4, 2002, regarding the joint
development and operation of the Regional Center and pursuant to which the City, the County
PFD and the County have agreed to make payments to the District to support such joint
development and operation.
6. The City began construction of the Special Events Center in [July, 2007],
financed with available funds of the City [and State Grant?];
7. Pursuant to RCW 35.57.030, the Board desires to issue not to exceed $________
of its General and Revenue Obligation Bonds, Series 2008 (the “Bonds”), payable from Sales
Tax Revenue and General Revenue (as described herein) for the purpose of: (a) refunding
outstanding amounts drawn under the District’s not to exceed $7,000,000 General and Revenue
Obligation Line of Credit Note, 2005 issued to provide funds needed to complete construction
of the Regional Center and other related costs and to provide interim financing upon
completion (the “Prior Note”); (b) ________________[Are there any additional improvements
to be financed?]; and (c) paying certain fees and the costs of issuance and sale of the Bonds
(collectively, the “Project”).
8. In connection with the Prior Note, the City, the District and Bank of America,
N.A. entered into a Guarantee Agreement, dated as of October 26, 2005 (the “Prior
Guarantee”), which will be released upon the refunding of the Prior Note.
9. The District has requested that the City provide, for the benefit of the holders of
the Bonds, credit support to the District to permit the District to obtain financing for the Project
at the lowest interest rates available.
10. The City is willing to provide credit support for the District’s Bonds and has
authorized the execution of a contingent loan agreement pursuant to its Ordinance No. [___],
adopted on [December __, 2007] and effective as of [December __, 2007] (the “City
Authorizing Ordinance”).
ARTICLE 2.
Definitions
Unless the context clearly requires otherwise, capitalized terms used in this Agreement
have the meanings given such terms in the Bond Resolution.
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ARTICLE 3.
Loans to the District; Repayment Terms
Section 3.1 Loans to the District. The City shall lend money to the District at the
times and in the amounts set forth in Section 3.2. The District shall borrow the amounts
described above from the City pursuant to this Agreement for the purpose of paying debt
service on the Bonds. The City irrevocably agrees to disburse all loans made hereunder
directly to the District, and the District irrevocably agrees to immediately apply all such
amounts received by it for the purpose of meeting its obligations under the Bonds. The
aggregate principal amount of outstanding loans to be made by the City pursuant to this
Agreement shall not exceed the outstanding principal amount of the Bonds, plus all interest
accrued on the Bonds.
Section 3.2 Procedures Under Guarantee; Time and Amount of Loans. [TO
DISCUSS: Does this timing work for City? Would the City be able to come up with
sufficient funds for a semiannual debt service payment on just 25 days notice? Should there
be money set aside in a debt service reserve that is called upon before the City is called
upon?]
(1) Notice of Insufficiency. On the 1st day of the month preceding each Debt Service
Payment Date (or if the 1st is not a Business Day, then on the next Business Day), the District
shall review the amount on deposit in the Debt Service Fund to determine whether there will be
sufficient money available in the Debt Service Fund to make the required payment due on the
upcoming Debt Service Payment Date. If, upon such review, it appears that the money
available in the Debt Service Fund will be insufficient to make that payment, the District shall
provide the City a notice in substantially the form attached hereto as Exhibit A (a “Notice of
Insufficiency”) within five days after the date on which the review was required. Failure of the
District to give a Notice of Insufficiency to the City shall not relieve the City of its obligation to
make loans upon demand by the District under subsection (4) of this section.
(2) Budgeting for Loans. Upon receipt of a Notice of Insufficiency from the District,
the City shall, to the extent necessary, include in its budget the amounts required to make the
loans described in subsection (4) of this section. If the need to budget for such loans was not
reasonably foreseeable at the time the City prepared its biennial budget, the City shall budget
for such loans under Title 35A RCW and the Edmonds Municipal Code in sufficient time to
provide for the loans described in subsection (4).
(3) Cancellation Notices. If, at any time before 10 a.m. (Pacific time) on the [24th] day
of the month preceding an upcoming Debt Service Payment Date for which the District has
given a Notice of Insufficiency (or, if the 24th is not a Business Day, the Business Day
preceding the 24th), the District determines that there will be sufficient money available in the
Debt Service Fund to make the required payment due on the upcoming Debt Service Payment
Date, the District shall provide, prior to 5 p.m. on the same day, a notice to the City in
substantially the form attached hereto as Exhibit B (a “Cancellation Notice”). Delivery of a
Cancellation Notice by the District to the City shall not relieve the City of its obligations to
make loans upon demand by the District under subsection (4) of this section.
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(4) Loans. For as long as any Bonds remain outstanding, the City shall, no later than 10
a.m. on the business day preceding that Debt Service Payment Date, lend to the District an
amount that, when added to the money available in the Debt Service Fund, is sufficient to make
all make all payments [of principal of and interest on the Bonds] due on the upcoming Debt
Service Payment Date, subject to the limitation set forth in Section 3.1. The City shall, upon
demand by the District in accordance with Section 3.1, cause the amount of each loan
hereunder to be transferred to the District in United States Dollars and immediately available
funds.
(5) Method of Notice. Notices of Insufficiency and Cancellation Notices shall be sent
by the District to the City Administrative Services Director by hand delivery or facsimile
(which facsimile shall be promptly confirmed by telephone communication to the City
Administrative Services Director). The original of each such notice also shall be mailed to the
City pursuant to Section 8.3. Any failure by the District to send such notices shall not nullify
the City’s obligation to make loans to the District hereunder, but may result in a delay by the
City in transferring loan amounts to the District.
(6) Assumed Payment Under Interlocal Agreement. Solely for the purpose of
determining whether sufficient money will be available in the Debt Service Fund on any Debt
Service Payment Date, the parties may assume that the City will make payments to the District
at the times, and in the amounts, required by the Interlocal Agreement, except to the extent
expressly modified by this Agreement.
Section 3.3 Covenants Regarding Debt Limit and Additional Debt.
(1) The District does not intend to submit this Agreement or any indebtedness created
hereunder to qualified electors of the District for approval. Under RCW 35.57.030 and existing
laws, the District may incur non-voted indebtedness in an aggregate amount equal to one-half
of one percent of the value of the taxable property within the District. In light of the foregoing,
and to comply with RCW 67.28.130, the District agrees not to incur additional indebtedness
after the Bonds are issued unless prior written approval is obtained in accordance with Section
8.7 and the provisions in the Bond Resolution related to Additional Bonds.
(2) In the event the District lacks sufficient non-voted debt capacity to incur
indebtedness resulting from a loan from the City in the amount determined under Section 3.2,
the District shall incur indebtedness for an amount equal to the District’s remaining non-voted
debt capacity, if any, and any loan amount greater than the District’s then-remaining non-voted
debt capacity shall be deemed an equity payment by the City to the District in exchange for an
interest in the Regional Center, which need not be repaid pursuant to Section 3.4. Within 60
days after any such equity payment by the City, the District shall deliver to the City a quitclaim
deed conveying to the City a tenancy-in-common interest in the Regional Center. Such interest
shall be a percentage ownership interest in the Regional Center, the numerator of which shall
be the sum such equity payment and the costs of transferring title and recording such quitclaim
deed, and the denominator of which shall be the aggregate original principal amounts of: (a) the
Bonds, (b) all bonds issued by the City to finance the Regional Center, and (c) any other bonds
issued by the District to finance the Regional Center (excluding the Prior Note and any bonds,
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or any portion thereof, issued to refinance bonds issued by the City or the District to finance the
Regional Center).
(3) The City will reconvey to the District, by means of a quitclaim deed, all of the
City’s interest in the Regional Center acquired pursuant to subsection (2) of this Section if the
District pays to the City an amount equal to the sum of:
(a) all payments made by the City to the District in exchange for an
interest being reconveyed to the District; plus
(b) all costs incurred by the City relating to the transfer of title and
recording of deed(s); plus
(c) interest on the sum of the amounts described by clauses (a) and (b),
calculated from the date(s) of the City’s payment thereof; plus
(d) the costs of transferring title to the District and recording such
quitclaim deed.
The rate of interest to be used for purposes of this calculation shall be the rate described in
Section 3.4(2).
(4) The transfers of interest authorized by this Section are intended to reflect the joint
and cooperative nature of the financing of the Regional Center pursuant to chapters 35.57,
35.59 and 67.28 RCW.
Section 3.4 Repayment Terms.
(1) Repayment Terms . The principal amount of each loan to the District hereunder,
together with interest thereon calculated as set forth in subsection (2) of this section, shall be
repaid by the District from available Sales Tax Revenue and General Revenue during each
calendar year after (a) the Debt Service Fund has been fully funded for such calendar year and
(b) reasonable provision has been made for the operating expenses of the Regional Center.
Such payments will be applied first to costs owed to the City, second, to interest owed to the
City on account of outstanding loans made under this Agreement and third to the principal of
all outstanding loans made under this Agreement in the order in which such loans were made.
(2) Interest Rate. Each loan made under the terms of this Agreement will bear interest
from the date of the loan until the date such loan is repaid. Interest on the loans will be
calculated on the basis of a 365/366-day year, for the actual number of days elapsed. The rate
of interest borne by each loan hereunder shall be a variable rate equal to the monthly average
rate of return on the State of Washington Local Government Investment Pool (or its successor),
as determined as of the last day of each month in which a loan is outstanding, and shall change
monthly as of the first day of each month in which a loan is outstanding. The City may in its
discretion charge a lower rate of interest. Absent manifest error, all calculations of the City
Administrative Services Director shall be binding upon the District.
(3) Maturity. Unless paid earlier pursuant to subsection (1) of this section, all loans
hereunder shall mature on [final maturity date of bonds?].
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Section 3.5 Nature of District’s Obligation. The District’s obligation to make the
loan repayments to the City from the sources identified herein and to perform and observe the
other obligations on its part contained herein shall be absolute and unconditional, and shall not
be subject to diminution by setoff, counterclaim, abatement or otherwise. The full faith, credit
and resources of the District are hereby pledged for the payment of all amounts owed to the
City under this Agreement. The District’s obligations under this Agreement shall continue in
effect and shall survive the satisfaction of the District’s obligations under the Bonds and the
Bond Resolution until such time as principal and interest due to the City pursuant to any loan or
loans made hereunder have been repaid, together with any costs owed to the City pursuant to
Section 6.5 and Article 7. To further its ability to make such payments to the City, the District
hereby irrevocably covenants and agrees to continue imposing the Sales Tax pursuant to
RCW 82.14.390 for so long as the Bonds remains outstanding or any District obligation to pay
any amount to the City under this Agreement remains outstanding.
Section 3.6 Nature of City’s Obligation. The City’s obligation to advance funds to
the District in the amounts, at the times, under the conditions and in the manner described
herein shall be absolute and unconditional, and shall not be subject to diminution by setoff,
counterclaim, abatement or otherwise. The full faith, credit and resources of the City are
pledged irrevocably to make the loans, in the amounts, at the times, in the manner and subject
to the limitations described herein, regardless of whether the Regional Center is operating at
any particular time. The obligations of the City hereunder shall terminate upon payment in full
of the principal of and interest on the Bonds. For each fiscal year during the term of this
Agreement, the City agrees that it will include in its budget and appropriate an amount that the
City reasonably expects to be necessary to fulfill its obligation to make loans to the District
under the terms of this Agreement. Failure to so budget shall not be a default under this
Agreement if the City fulfills its obligation to make loans to the District as required under this
Article III.
Section 3.7 City Acknowledgments. The City acknowledges and agrees that the
District will pledge to the payment of the Bonds: (a) the loan proceeds it receives under this
Agreement; (b) the Sales Tax Revenues, junior only to the lien granted in connection with the
City’s Limited Tax General and Revenue Obligation Bonds, 2002; (c) the District’s General
Revenue; and (d) proceeds of fundraising efforts for the Project as described in [Section __] of
the Bond Resolution.
ARTICLE 4.
Rights of City Upon Making Loans
Section 4.1 Rights of the City . If the City has made any loans to the District under
this Agreement and such loans have not been repaid in full (whether or not the loan is in
default), the City may take any one or more of the following steps:
(1) The City may have access to and inspect, examine and make copies of the books
and records and any and all accounts and data of the District; and
(2) With the consent of the parties to the Interlocal Agreement, the City may, but shall
not be required to, appoint a manager (which may be the City) or a receiver for the Regional
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Center. Any manager or receiver appointed pursuant to this subsection (2) shall have, in
addition to all the rights and powers customarily given to and exercised by receivers, all rights
of the District to manage, operate and maintain the Regional Center and shall have all other
rights of the District to exercise its rights and powers in the same manner and to the same
extent that the District could do, including without limitation the execution, enforcement and
termination of contracts providing for management or maintenance of the Regional Center, all
on such terms as are deemed best by the City to protect its interests under this Agreement. The
City or the manager or receiver appointed by the City shall be entitled to receive a reasonable
fee for managing the Regional Center. The City shall not enter into an agreement with a
manager unless it receives written confirmation from nationally recognized bond counsel that
the agreement will not adversely affect the tax-exempt nature of interest on the Bonds for
federal income tax purposes.
ARTICLE 5.
Additional Obligations and Covenants
Section 5.1 Agreement to Issue Bonds. The District shall issue the Bonds in
accordance with the Bond Resolution and this Agreement in the principal amount of
[$___________], which amount does not to exceed the amount necessary to finance or
refinance the Regional Center in accordance with the [Project Budget].
Section 5.2 Third Party Beneficiary. Each covenant and commitment of the District
in the Bond Resolution is incorporated herein for the further benefit of the City, and the City
shall be a third party beneficiary of the contract of the District set forth in the Bond Resolution.
Section 5.3 Representations and Warranties of the District.
(1) Commencement of Construction Prior to January 1, 2004. The District represents
that it commenced construction (within the meaning of RCW 82.14.390) of the Regional
Center before January 1, 2004.
(2) Regarding the Regional Center. The District has, and will have, as long as any
Bonds or Additional Bonds remain outstanding, good right and lawful authority to proceed with
the development of the Regional Center and to provide for the maintenance, operation,
improvement and construction of the Regional Center. The District shall not release or modify
the obligations of any user of the Regional Center that would in any way limit any such user’s
obligation to make payment of such rents, rates, fees or other charges imposed by the District
for such use of the Regional Center. The foregoing shall not prohibit the District from
establishing reduced rates and charges, or eliminating rates and charges, for the use of the
Regional Center for certain classes of users of the Regional Center if and as appropriate, as
long as charges are applied on a fair and nondiscriminatory basis.
Section 5.4 Additional Covenants and of the District.
(1) Operation of Regional Center. The District agrees that it shall cause the Regional
Center to be operated and maintained in a business-like fashion (including the maintenance of
proper and customary property and liability insurance with respect to the Regional Center) as
both a “tourism-related facility” (within the meaning of RCW 67.28.080(7)) and a “regional
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center” (within the meaning of RCW 35.57.020) and shall cause all books and records to be
maintained with respect thereto.
(2) Reporting. The District shall provide the City (at the notice address set forth in
Section ___) with a quarterly report summarizing actual financial activity and financial
expectations for the following four quarters.
(3) No Liens. Neither the City nor the District shall grant or permit any lien (other than
consensual liens such as contractors’ liens) against the Regional Center or its interest therein
which, if unpaid, might become a lien or charge upon the Sales Tax Revenue, or any part
thereof, prior to or superior to the lien of the Bonds and any Additional Bonds, or which might
impair the security of the Bonds and any Additional Bonds.
(4) Enforcement of Obligations. The District shall take all reasonable measures
permitted by law to enforce payment to it of all Sales Tax Revenue and any payments due to it
under the Interlocal Agreement, and shall at all times, to the extent permitted by law, defend,
preserve and protect the rights, benefits and privileges of the District and of the Registered
Owners under or with respect to the Bond Resolution.
(5) Ownership, Sale, Transfer or Disposition of the Regional Center. The District shall
be the owner of the Regional Center except to the extent the City acquires any interest therein
pursuant to Section 3.3 of this Agreement. Except pursuant to Section 3.3, the District will not
sell, transfer or otherwise dispose of any facilities or property (real or personal) comprising a
part of the Regional Center, except upon approval by resolution of the Board and only
consistent with one or more of the following:
(a) The District in its discretion may sell, transfer or dispose (each, as
used in this subparagraph, a “transfer”) of facilities or property that is not
material to the operation of the Regional Center, or which has become
unserviceable, inadequate, obsolete or unfit to be used in the operation of the
Regional Center or is no longer necessary, material or useful to the operation of
the Regional Center; or
(b) The District in its discretion may transfer facilities or property if the
District receives from the transferee in a bona fide, arm’s length transaction an
amount equal to the fair market value of the facilities or property so transferred.
As used herein, “fair market value” means the most probable price that a
property should bring in a competitive and open market under all conditions
requisite to a fair sale, the willing buyer and willing seller each acting prudently
and knowledgeably. The proceeds of any transfer under this subparagraph (ii)
shall be used (1) to promptly redeem, or irrevocably set aside for the redemption
of, the District’s outstanding Bonds or Additional Bonds, and/or (2) to provide
for all or part of the cost of capital improvements and/or additions to or
expansions of the Regional Center.
Nothing in the foregoing is intended to restrict the transfer of the facilities or property to the
City pursuant to the Interlocal Agreement or to permit transfers not permitted under the
Interlocal Agreement.
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ARTICLE 6.
Remedies Upon Default
Section 6.1 Remedies of City on Default. Upon the occurrence of a default by the
District in its obligations hereunder, the City may proceed to protect and enforce its rights in
equity or at law, either in mandamus or for the specific performance of any covenant or
agreement contained herein, or for the enforcement of any other appropriate legal or equitable
remedy, as the City may deem most effectual to protect and enforce any of its rights or interests
hereunder; provided that the City may not enforce repayment of the loans until repayment in
full of the principal of and interest on the Bonds.
Section 6.2 Remedies of District on Default. Upon the occurrence of a default by the
City in its obligations to make loans to the District hereunder, the District may proceed to
protect and enforce its rights in equity or at law, either in mandamus or for the specific
performance of any covenant or agreement contained herein, or for the enforcement of any
other appropriate legal or equitable remedy, as the District may deem most effectual to protect
and enforce any of its rights or interests hereunder.
Section 6.3 No Remedy Exclusive. No remedy conferred upon or reserved to either
party by this Agreement is intended to be exclusive of any other available remedy or remedies,
but each and every such remedy shall be cumulative and shall be in addition to every other
remedy given under this Agreement or now or hereafter existing at law or in equity or by
statute, and either party hereto shall be free to pursue, at the same time, each and every remedy,
at law or in equity, which it may have under this Agreement, or otherwise.
Section 6.4 No Implied Waiver. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a
waiver thereof, but any such right and power may be exercised from time to time and as often
as may be deemed expedient. For the exercise of any remedy, it shall not be necessary to give
any notice, other than such notice as may be expressly required herein.
Section 6.5 Agreement to Pay Attorneys’ Fees and Expenses. If a default arises
under any of the provisions of this Agreement and either party hereto should employ attorneys
or incur other expenses for the collection of amounts due under this Agreement or the
enforcement of performance or observance of any obligation or agreement on the part of the
other party contained in this Agreement, on demand therefor, the nonprevailing party shall pay
or reimburse the prevailing party for the reasonable fees of such attorneys and such other
expenses so incurred.
Section 6.6 Dispute Resolution. The parties may mediate any dispute over the
interpretation of any terms or conditions under this Agreement. Mediation will be made
available upon request of either party. The costs associated with any such mediation shall be
shared equally by the parties.
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ARTICLE 7.
Hold Harmless
As between the City and the District, the District shall assume the risk of, be liable for,
and pay all damage, loss, cost and expense of any party, including its employees, arising out of
the performance of this Agreement, except that caused by negligence and/or willful misconduct
solely of the City and its employees acting within the scope of their employment. The District
shall hold harmless the City and its officers, elected officials, agents, and employees against all
claims, losses, suits, actions, costs, counsel fees, litigation costs, expenses, damages, judgments
or decrees by reason of damage to any property or business and/or any death, injury or
disability to or of any person or party, including any employee, arising out of or suffered,
directly or indirectly, by reason of or in connection with the performance of this Agreement or
any act, error or omission of the District or the District’s employees, agents, or subcontractors,
whether by negligence or otherwise, but only after repayment in full of the principal of and
interest on the Bonds.
The District’s obligation shall include, but not be limited to, investigating, adjusting and
defending all claims against the City alleging loss from action, error or omission or breach of
any common law, statutory or other delegated duty by the District, the District’s employees,
agents or subcontractors.
ARTICLE 8.
Miscellaneous
Section 8.1 Continuing Disclosure Undertaking of the City. To meet the conditions
of paragraph (d)(2) of United States Securities and Exchange Commission (“SEC”) Rule 15c2
12 (the “Rule”), as applicable to a participating underwriter for the Bonds, the City undertakes
for the benefit of holders of the Bonds to provide to each NRMSIR and the SID (as those terms
are defined in the Rule), the following annual financial information: (i) annual financial
statements for the City prepared (except as noted in the financial statements) in accordance
with generally accepted accounting principles applicable to Washington governmental units
such as the City, as such principles may be changed from time to time, which statements need
not be audited, except, however, that if and when audited financial statements are otherwise
prepared and available to the City they will be provided; (ii) statements of authorized, issued
and outstanding general obligation debt of the City; (iii) statements of assessed valuation of
property within the City subject to ad valorem taxation for the fiscal year; and (iv) the ad
valorem regular property tax levy rate and regular property tax levy rate limit for the fiscal
year.
Such annual financial information shall be provided not later than the last day of the
ninth month after the end of each fiscal year of the City (currently, a fiscal year ending
December 31), as such fiscal year may be changed as required or permitted by State law,
commencing with the City’s fiscal year ending December 31, 2007. It may be provided in a
single or multiple documents, and may be incorporated by reference to other documents that
have been filed with each NRMSIR and the SID, or, if the document incorporated by reference
is a “final official statement” with respect to obligations of the City, that has been filed with the
MSRB.
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The City’s obligations under this undertaking shall terminate upon the legal defeasance
of all of the Bonds. In addition, the City’s obligations under this undertaking shall terminate if
those provisions of the Rule which require the City to comply with this undertaking become
legally inapplicable in respect of the Bonds for any reason, as confirmed by an opinion of
nationally recognized bond counsel or other counsel familiar with federal securities laws
delivered to the City and the District, and the District provides timely notice of such
termination to each NRMSIR or the MSRB and the SID. To the extent authorized by the SEC,
the City may satisfy this undertaking by transmitting the required filings using
http://www.disclosureusa.org (or such other centralized dissemination agent as may be
approved by the SEC).
Section 8.2 Governing Law; Venue. This Agreement is governed by and shall be
construed in accordance with the substantive laws of the State of Washington and shall be
liberally construed so as to carry out the purposes hereof. Except as otherwise required by
applicable law, any action under this Agreement shall be brought in the Superior Court of the
State of Washington in and for Snohomish County.
Section 8.3 Notices. Except as otherwise provided herein, all notices, consents or
other communications required hereunder shall be in writing and shall be sufficiently given if
addressed and hand delivered or mailed by certified or registered mail, postage prepaid and
return receipt requested, as follows:
To the City: City of Edmonds
121 Fifth Avenue North
Edmonds, WA 98020
Attention: Finance/Administrative Services Director
Fax: (425) 771-0265
Telephone: (425) 771-0240
To the District: Edmonds Public Facilities District
121 Fifth Avenue North
Edmonds, WA 98020
Attention: PFD Treasurer
Fax: (425) 771-0265
Telephone: (425) 771-0240
The City or the District may designate any further or different addresses to which subsequent
notices, certificates, requests or other communications shall be sent by giving notice of such
change to the other party. Notices shall be deemed served upon deposit of such notices in the
United States mail in the manner provided above.
Section 8.4 Binding Effect. This Agreement shall inure to the benefit of the City, the
District and the holders of the Bonds and shall be binding upon the City and the District and
their successors. This Agreement may not be assigned.
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Section 8.5 Severability. In the event any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding shall not
invalidate or render unenforceable any other provision hereof.
Section 8.6 Amendments. This Agreement may be amended, changed, modified or
altered by an instrument in writing duly executed by the City and the District (or the successors
in title of each) if, in the opinion of bond counsel, such amendment will not adversely affect the
security for the Bonds or tax exemption of interest on the Bonds. This Agreement may not be
terminated until the Bonds are no longer outstanding, unless the City has assumed all liability
for payment of the principal of and interest on the Bonds when due and has pledged its full
faith and credit to such payment.
Section 8.7 Additional Debt. So long as the Bonds remain outstanding and the
Contingent Loan Agreement remains in effect, the District shall not incur any additional
indebtedness, other than in the ordinary course of business, without the prior written consent of
the City. Such consent shall not be unreasonably withheld if the following conditions are met
at the time:
(a) The District is not in default under this Agreement or under the Bond
Resolution;
(b) The proceeds of the additional debt will be used to fund capital
expenditures relating to the Regional Center;
(c) The additional indebtedness will not cause the District to exceed its
non-voted debt capacity under RCW 35.57.030(1); and
(d) No ownership interest in the Regional Center has been transferred to
the City under Section 3.3(2) that has not been transferred back to the District
under Section 3.3(3).
Unless specified in a separate agreement or an amendment hereto, the City shall be under no
obligation to make loans hereunder to pay debt service on any additional debt.
Section 8.8 Waiver of Breach. No waiver of any breach of any covenant or
agreement contained herein shall operate as a waiver of any subsequent breach of the same
covenant or agreement or as a waiver of any breach of any other covenant or agreement, and in
case of a breach by either party of any covenant, agreement or undertaking, the nondefaulting
party may nevertheless accept from the other any payment or payments or performance
hereunder without in any way waiving its right to exercise any of its rights and remedies
provided for herein or otherwise with respect to any such default or defaults that were in
existence at the time such payment or payments or performance were accepted by it.
Section 8.9 No Rights Created in Third Parties. The terms of this Agreement are not
intended to establish or to create any rights in any persons or entities other than the City, the
District, the respective successors and assigns of each.
Section 8.10 Time of Essence. Time and all terms and conditions shall be of the
essence of this Agreement.
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Section 8.11 Effective Date of and Termination of Agreement. This Agreement shall
take effect as of the date first written above. Except as provided in Section 3.5, this Agreement
shall terminate upon payment in full of all principal of and interest on the Bonds. Section 3.3
and Article 7 shall survive the termination of this Agreement.
ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND
CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
ENFORCEABLE UNDER WASHINGTON LAW.
IN WITNESS WHEREOF, the City and the District have caused this Agreement to be
executed in their respective names by their duly authorized officers, and have caused this
Agreement to be dated as of the date set forth on the first page hereof.
CITY OF EDMONDS, WASHINGTON
___________________________________
Mayor
Attest:
___________________________________
City Clerk
EDMONDS PUBLIC FACILITIES
DISTRICT
__________________________________
President, Board of Directors
Attest:
__________________________________
Secretary, Board of Directors
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50560950.07
STATE OF WASHINGTON
COUNTY OF SNOHOMISH
ss.
I certify that I know or have satisfactory evidence that ____________ and
_____________ are the persons who appeared before me, and said persons acknowledged that
said persons signed this instrument, on oath stated that said persons were authorized to execute
the instrument and acknowledged it as the Mayor and Clerk, respectively, of the CITY OF
EDMONDS, a municipal corporation of the State of Washington, to be the free and voluntary
act of such municipal corporation for the uses and purposes mentioned in the instrument.
Dated this ______ day of December, 2008.
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of Washington, residing at
My appointment expires
STATE OF WASHINGTON
COUNTY OF SNOHOMISH
ss.
I certify that I know or have satisfactory evidence that ____________ and
_____________ are the persons who appeared before me, and said persons acknowledged that
said persons signed this instrument, on oath stated that said persons were authorized to execute
the instrument and acknowledged it as the President and Secretary, respectively, of Board of
Directors of the EDMONDS PUBLIC FACILITIES DISTRICT, a municipal corporation of the
State of Washington, to be the free and voluntary act of such municipal corporation for the uses
and purposes mentioned in the instrument.
Dated this ______ day of December, 2008.
(Signature of Notary)
(Legibly Print or Stamp Name of Notary)
Notary public in and for the State of Washington, residing at
My appointment expires
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Exhibit A
Form Notice of Insufficiency
City of Edmonds
121 Fifth Avenue North
Edmonds, WA 98020
Attention: Finance/Administrative Services Director
VIA FACSIMILE
(with telephone confirmation)
Re: NOTICE OF INSUFFICIENCY
Edmonds Public Facilities District
General and Revenue Obligation Bonds, 2008
The undersigned, a duly authorized officer of the Edmonds Public Facilities District (the “District”),
hereby certifies to the City of Edmonds, Washington (the “City”), with reference to the Contingent Loan
Agreement (the “Agreement”) dated as of January [__], 2008, by and between the City and the District,
and the above-captioned bonds (the “Bonds”), that:
1. Next Debt Service Payment Date: __________, 20__
2. Debt service due: Principal $________________
Interest $________________
Total $________________
3. There will be insufficient money available in the Debt Service Fund on the date described in
clause (1) to make the debt service payments described in clause (2):
Amount expected to be on deposit in the District’s Debt Service Fund: $________________
Plus the payment the City is required to make on __________, 20__,
pursuant to the Interlocal Agreement: $________________
Total available for debt service $________________
4. Amount of the loan requested is calculated as follows:
Debt service total listed in clause (2): $________________
Less the amount available for debt service, as listed in clause (3): $________________
Loan Amount $________________
Pursuant to Section 3.2 of the Agreement, the City is requested to make a loan to the District no later
than ___________, 20__, in the amount listed in clause (4). The City shall cause such amount to be
transferred to the District’s Debt Service Fund, in United States Dollars and immediately available
funds.
Any capitalized term used herein and not defined shall have the meaning assigned to such term in the
Agreement or, if not therein defined, as defined in the Bond Resolution. The individual signing below
hereby represents that he or she is an officer of the undersigned and is duly authorized to execute and
deliver this document.
Dated: __________, 20__.
EDMONDS PUBLIC FACILITIES DISTRICT
[Executive Director or designee]
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50560950.07
Exhibit B
Form Cancellation Notice
City of Edmonds
121 Fifth Avenue North
Edmonds, WA 98020
Attention: Finance/Administrative Services Director
VIA FACSIMILE
(with telephone confirmation)
Re: CANCELLATION NOTICE
Edmonds Public Facilities District
General and Revenue Obligation Bonds, 2008
The undersigned, a duly authorized officer of the Edmonds Public Facilities District (the “District”),
hereby certifies to the City of Edmonds, Washington (the “City”), with reference to the Contingent Loan
Agreement (the “Agreement”) dated January __, 2008, by and between the City and the District, and the
above-captioned bonds (the “Bonds”), that:
1. Next Debt Service Payment Date: __________, 20__
2. Debt service due: Principal $________________
Interest $________________
Total $________________
3. There will be sufficient money available in the Debt Service Fund on the date described in
clause (1) to make the debt service payments described in clause (2):
Amount expected to be on deposit in the District’s Debt Service Fund: $________________
Plus the payment the City is required to make on __________, 20__,
pursuant to the Interlocal Agreement: $________________
Total available for debt service $________________
4. The District’s Notice of Insufficiency and loan request delivered on __________, 20__ is
hereby cancelled.
Pursuant to Section 3.2 of the Agreement, the City is requested NOT to make a loan to the District with
respect to the debt service payments described in clause (2).
Any capitalized term used herein and not defined shall have the meaning assigned to such term in the
Agreement or, if not therein defined, as defined in the Bond Resolution. The individual signing below
hereby represents that he or she is an officer of the undersigned and is duly authorized to execute and
deliver this document.
Dated: __________, 20__.
EDMONDS PUBLIC FACILITIES DISTRICT
[Executive Director or designee]
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AM-1301 2.B.
Edmonds School District Broadband Agreement
City Council Committee Meetings
Date:12/11/2007
Submitted By:Dan Clements, Administrative Services Time:5 Minutes
Department:Administrative Services Type:Action
Committee:Finance
Information
Subject Title
Edmonds School District Broadband Agreement.
Recommendation from Mayor and Staff
Approve Agreement
Previous Council Action
Discussed at November 14 Finance Committee
Narrative
This is the revised form of the interlocal agreement where the City provides broadband services to
the Edmonds School District.
Fiscal Impact
Attachments
Link: School District Contract
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/06/2007 09:52 AM APRV
2 Mayor Gary Haakenson 12/06/2007 09:54 AM APRV
3 Final Approval Sandy Chase 12/06/2007 10:06 AM APRV
Form Started By: Dan
Clements
Started On: 12/06/2007 07:46
AM
Final Approval Date: 12/06/2007
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L:\PRODUCTIONDB\CCOUNCIL\0006_1301_EDMONDS SCHOOL DISTRICT FIBER AGREEMENT FINAL.DOC
City of Edmonds
Fiber Optic Service Agreement
with
Edmonds School District
This Fiber Optic Service Agreement is entered into this ______ day of _____________, 2007,
between the City of Edmonds and Edmonds School District, providing for fiber optic services to
Edmonds School District by the City of Edmonds.
The City of Edmonds (“City”) and Edmonds School District (“District”) agree as follows:
1. Findings
1.1 The City is building a high speed, broad band fiber optic network and internet
connection in the City in order to provide advanced telecommunication and data
management services to its various departments and to enhance city services to the
public, including but not limited to water and sewer services, fire and police services, and
library and park services.
1.2 The District is poised to expand its outreach to students, staff, and the community
in order to advance instructional and communication goals. However, these efforts
cannot be expanded adequately and efficiently without access to a second sophisticated
broadband fiber network and internet connection which provides redundant connectivity.
1.3 The installation of an advanced fiber network allows the City to enjoy substantial
additional capacity in the system and the opportunity to supply broad band fiber optic and
internet connection services to other government institutions, such as the District, on a
basis that will expand the internal communication abilities and the educational outreach
of those institutions, while at the same time lowering the overall cost of the fiber optic
network to the City and enhancing the robustness of the City’s fiber optic system. The
additional capacity will also enable the City to expand its own usage in future years to
serve City agencies and to serve the citizens of Edmonds.
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Edmonds School District Broadband Agreement
2. Term
2.1 The initial term of this Agreement is five years from its effective date.
2.2 The effective date of this Agreement shall be the date on which the fiber optic
connection is completed to the District, and the District has tested the connection by
sending and receiving internet traffic at the demarcation patch panel.
2.3 At the end of the initial five-year term, either party may terminate the Agreement
on ninety days’ advance written notice to the other party.
2.4 If not terminated at the end of the initial five-year term, the Agreement will
extend automatically on a year to year basis.
2.5 Either party may then terminate the Agreement at the end of each successive one-
year extension on ninety days’ advance written notice to the other party.
3. City Obligations
The City will provide the following services (either with its own employees or through its
contractors) to the District:
3.1 Install a high speed broad band fiber cable and connection to a demarcation patch
panel attached to the District at the following locations:
3.1.1 ___Edmonds-Woodway High School – 7600 212th Street SW Edmonds,
WA 98026________________________________________________
3.2 Supply metering facilities capable of measuring the District’s use of the City fiber
network on an industry standard basis, as described below in section 6.4.1.
3.3 Operate and maintain the City’s high speed broad band internet connection and
fiber system, including the connections to demarcation patch panels at the District for a
minimum of five years from the effective date of the Agreement.
3.4 Use its best efforts to provide a 99 percent standard of reliability of the network
internet connection, excluding (1) one two-hour scheduled maintenance window per
month between weekend hours (Friday at 9 PM – Monday at 3 AM).
3.5 Bill the District on a monthly basis on the basis of rate principles established in
section 6.4.
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Edmonds School District Broadband Agreement
4. District Obligations
In return for the services provided by the City under section 3, the District will do the
following:
4.1 Provide suitable locations for installation of high speed broad band fiber cable and
connections to demarcation patch panels attached to the District at the at the locations
described in section 3.1.
4.2 Provide the City with access to District property to install the fiber connections
and fiber optic cable, together with underground conduits should underground
connections be required.
4.3 Provide the City with a procedure to rapidly obtain 24 hour a day/seven days per
week access to the demarcation patch panels attached to the District at the locations
described in section 3.1, and any other locations on District property over which the City
fiber system is connected.
4.4 Assume full responsibility for the District’s communication systems on the
District’s side of the demarcation patch panels.
4.5 Pay the City for costs and fees, within 30 days of receipt of a properly completed
invoice.
5. Technical Specifications
5.1 Technical specifications of the City’s broad band fiber system and internet
connection existing at the time this Agreement is entered into are described in Exhibit A,
which is made a part of the Agreement.
5.2 The City reserves the option to change those specifications at any time during the
term of the Agreement.
5.3 Should the specifications change, the City will attempt to inform the District of
those changes at least sixty days prior to the change. However, because there may be
multiple changes to the system over the term of the Agreement, the City does not
guarantee that all changes in technical specifications will be provided to the District.
5.4 The District has the option at any time to request and obtain the most up to date
technical specifications in the possession of the City.
6. Pricing
The City will charge the District for high speed, broad band fiber optic network and
internet connection under the following categories: (1) installation costs amortized over
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Edmonds School District Broadband Agreement
five years, (2) maintenance expenses, inclusive of any federal, state, city, or other local
taxes, (3) port charges, and (4) bandwidth usage charges.
6.1 Installation The installation cost of connecting to the District will be charged
to the District at cost and amortized over the initial five year term of the agreement.
6.1.1 The estimated cost of installing the fiber optic connection and demarcation
patch panel at the locations specified in section 3.1 is provided in Exhibit B
6.1.2 This amount is only an estimate. The actual installation costs, which may
be different, will be the amount used to calculate the amortized installation
charges to the District.
6.1.3 The actual installation costs will be financed over 5 years using an interest
rate of 1.5% over the State’s investment pool rate in effect at the time the
agreement is adopted. This fixed monthly cost, will be charged for the first sixty
months under the agreement.
6.1.4 After the first sixty months of billing under the agreement, the monthly
charges for installation will cease, unless there are additional intervening
installations or other capital costs agreed upon in writing by both parties.
6.2 Maintenance A charge for ongoing maintenance will be separately identified on
the City’s monthly billing to the District. The components of that modest maintenance
charge are:
6.2.1 Maintenance of fiber and conduits based in part on the length of
connection between the connection points to the District and the City’s fiber
system.
6.2.2 Maintenance of the hardware and software associated with the
demarcation patch panels at the connections to the District and the metering
mechanisms necessary to operate the connections to the District.
6.2.3 Proportionately allocated federal, state, and local taxes.
6.3 Port Charge A fixed monthly port charge will be billed to the District for each
connection point identified above in section 3.1 and for any other connection to the
District that may later be added.
6.3.1 The port charges identified in the illustrative Exhibit B will remain fixed
for the initial five-year term of the Agreement. They may then be changed by the
City on an annual basis provided the City gives the District 180 days’ advance
written notice of changes in the monthly port charges.
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6.4 Bandwidth A fourth component of charges to the District will be based on
bandwidth usage.
6.4.1 The City will utilize an industry standard “95th percentile” method of
computing network utilization as follows:
6.4.1.1 The City will track the District’s usage in 5 minute intervals over
the course of a calendar month.
6.4.1.2 The City will then sort the intervals based on usage (highest to
lowest) and discard the top 5 percent of intervals for that month.
6.4.1.3 The City will then compute usage based on the highest 5 minute
interval remaining after discarding the top 5 percent.
6.4.2 The District will have a choice of a minimum bandwidth price schedule or
no minimum bandwidth price schedule.
6.4.2.1 The rates per mb of bandwidth usage and port charges will be
lower if a minimum monthly bandwidth charge is established, regardless
of the actual usage.
6.4.2.2 Minimum monthly bandwidth guarantees are available at the 10,
15, 20, 30 and 50 mb/month levels.
6.4.2.3 If a minimum monthly bandwidth is guaranteed, any higher usage
by the District will be charged at the lower $/mb rate associated with that
minimum guarantee level.
6.4.2.4 Should the District choose not to guarantee a minimum mb/month
bandwidth, the bandwidth and port charges will be higher. Bandwidth
will be based only on the actual usage during the month measured by the
“95th percentile” method of computing network utilization described
above in section 6.4.1.
6.4.3 The District must select a bandwidth option or a specific level of
minimum bandwidth at the inception of the Agreement.
6.4.3.1 The bandwidth option initially selected by the District is outlined
in Schedule B.
6.4.3.2 As the Bandwidth requirements of the District increase, the
District will be able to increase their minimum bandwidth commitment in
order to take advantage of the lower unit costs. The District must request
modification of the billing structure in writing, and it will take effect the
billing period that follows the date the notice is received plus 30 days.
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The District may only reduce its minimum bandwidth commitment on the
annual anniversary date of the Agreement or subsequent renewals.
6.4.4 The Pricing Matrix identified in Exhibit B will remain fixed for the initial
five-year term of the Agreement. After the initial five-year term, the rates may be
changed by the City on an annual basis provided the City gives the District 180
days’ advance written notice of changes in bandwidth charges.
7. Notices
7.1 Notices required under this Agreement must be in writing.
7.1.1 Written notices may be delivered by hand-delivery, U.S. Mail, FedEx (or
other express delivery service), fax, or e-mail.
7.1.2 Notices will be effective, however, only on the date received.
7.2 Notices to the City should be sent to the following
Name Dan Clements
Position Administrative Services Director
Street Address 121 Fifth Avenue North, Edmonds, WA 98020
Phone Number 425.771.0239
e-mail address clements@ci.edmonds.wa.us
7.3 Notices to the District should be sent to the following
Name Cynthia Nelson
Position Technology Director
Street Address 20420 68th Ave. W, Lynnwood, WA 98036
Phone Number 425-431-7337
e-mail address nelson@edmonds.wednet.edu
7.4 The designated recipients for written notices may be changed at any time during
the Agreement, so long as the change is delivered to the other party in writing.
8. Successors and Assigns
8.1 This Agreement may be assigned by either party to a successor or assign,
provided the other party agrees in writing.
8.2 Approval of a request for transfer to a successor or assign must not be
unreasonably withheld.
9. Limitation of Liability
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9.1 The City has no responsibility for any data loss or any other consequential
damages that may result from the failure, interruption or poor performance of its high
speed, broad band fiber optic network and internet connection.
9.2 The only remedy available to the District as a result of the failure, interruption, or
poor performance of the City’s high speed, broad band fiber optic network and internet
connection is the reduction of City charges proportional to the time of the failure,
interruption, or poor performance.
9.3 There are no third-party beneficiaries of this Agreement.
10. Indemnity and Insurance
10.1 The City and the District mutually indemnify each other for any losses or other
claims arising from the operation and maintenance of the City’s high speed broad band
internet connection and fiber system during the term of this Agreement, unless the loss or
claim is caused solely by either the City or the District, in which case that party will be
solely responsible.
10.2
The District shall provide a Certificate of Coverage evidencing: Commercial General,
Automobile and Errors & Omissions Liability coverage written on an occurrence basis
with limits no less than $1,000,000 combined single limit per occurrence for personal
injury, bodily injury and property damage.
11. Integration
11.1 This Agreement represents the complete agreement between the City and the
District relating to the installation, maintenance and operation of the City’s high speed
broad band internet connection and fiber system.
11.2 The Agreement integrates within it all prior discussions and drafts.
11.3 No amendment to the Agreement will be valid, unless it is in the form of a written
amendment that specifically amends or specifically supersedes this Agreement.
12. Severability
12.1 If any part of this Agreement is held to be invalid by a court of competent
jurisdiction, those provisions will be severed from the Agreement and the obligations of
the parties will continue under the remaining terms of the Agreement.
12.2 If a court of competent jurisdiction finds this Agreement to be beyond the legal
authority of the City to provide internet broadband services on a service contract basis,
the parties agree to enter into an interlocal agreement providing for a joint arrangement to
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Edmonds School District Broadband Agreement
provide each government with its own internal communication under the unified
management and operation of the City in accordance with the provisions of this service
agreement.
13. Force Majeure
The parties to this Agreement will be not be required to carry out its terms during a
period when either party is prevented from doing so by a force majeure event including
natural disasters such as windstorms and earthquakes, terrorist attacks or other public
safety emergencies, and injunctions or other court orders.
14 Dispute Resolution
14.1 It is not anticipated that any significant disputes will arise in the course of this
Agreement. If disputes do arise, however, they will be handled as follows:
14.1.1 The first step will be for the Mayor of the City and the Superintendent of
the District to meet in an attempt to resolve the dispute.
14.1.2 If the Mayor of the City and the Superintendent of the District are unable
to resolve the problem within two weeks of meeting, the City Council of the City
and the School Board of the District will be asked to convene a special joint
meeting to address the issue.
14.1.3 If within two weeks after meeting in joint session, the City Council of the
City and the School Board of the District are together unable to resolve the
dispute, the Mayor of the City and the Superintendent of the District will meet to
agree on a mediator for a binding resolution who will be hired to convene the
parties within thirty days. The cost of the mediator will be shared equally by the
City and the District. If he Mayor of the City and the Superintendent of the
District cannot agree on a mediator, a mediator will be appointed by the presiding
judge of Snohomish County Superior Court, with the cost of arbitration born
equally. The prevailing party shall be entitled to recover reasonable attorney’s
fees and costs.
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Edmonds School District Broadband Agreement
Agreement Approved:
DATED THIS ________ DAY OF _____________________, 20____.
CITY OF EDMONDS
Mayor Gary Haakenson
ATTEST/AUTHENTICATED:
By:
Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
By:
W. Scott Snyder, City Attorney
Edmonds School District
Signature on behalf
of Edmonds School
District:
Printed Name: Marla S. Miller
Title: Assistant Superintendent, Business and Operations
Date:
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Edmonds School District Broadband Agreement
EXHIBIT A
Interface Specifications and Requirements
1. {To be established}
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Edmonds School District Broadband Agreement
EXHIBIT B
Pricing Matrix
1. The following Pricing Matrix reflect the agreed upon pricing to be used for the term of
this agreement
2. The District has chosen a minimum bandwidth commitment of 10 Mbps for the term of
the agreement. This minimum commitment can be modified UPWARD given 30 days
notice pursuant to the terms of Section 6.4.3.2 of this agreement.
3. Pricing Matrix:
Edmonds Fiber Network - w/minimum BW Commitment
Monthly Charges
Minimum
Committed
Usage (MB)
Port
Charge
Capital
Amortization Maint Bandwidth Total Per MB
10 $50 $158 $40 $650 $898 $65
15 $50 $158 $40 $930 $1,178 $62
20 $50 $158 $40 $1,200 $1,448 $60
30 $50 $158 $40 $1,710 $1,958 $57
50 $50 $158 $40 $2,600 $2,848 $52
4. If the District’s monthly usage based on the 95th percentile calculation method is 10mb or
less the monthly charge will be $898 plus any applicable taxes.
5. If the District’s monthly usage based on the 95th percentile calculation method exceeds
10mb, the monthly charge will be calculated as follows:
Example: (Assuming 11.25mb usage for the period)
Component Calculation Charge
Port Charge Fixed Rate Component $50.00
Amortized Capital Costs Fixed Rate Component $158.00
Maintenance Charge Fixed Rate Component $40.00
Minimum Bandwidth Charge Minimum Bandwidth Charge $650.00
Bandwidth Overage (Assuming actual bandwidth at 11.25mb for the
period) 11.25 – 10.00= 1.25mb x $65 = $81.25
$81.25
Total Total Monthly Charge for 11.25 Mbps $979.25
Page 11 of 11
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AM-1299 2.C.
Mike Doubleday, Patton Boggs, LLC, and Salter Joyce Zyker Agreements
City Council Committee Meetings
Date:12/11/2007
Submitted By:Stephen Clifton, Community Services Time:15 Minutes
Department:Community Services Type:Action
Committee:Finance
Information
Subject Title
Professional Services Agreements (PSA) between City of Edmonds and Mike Doubleday, Patton
Boggs, LLC (Addendum #2), and Salter Joyce Zyker.
Recommendation from Mayor and Staff
Forward to the City Council a recommendation to approve subject professional service agreements.
Previous Council Action
Mike Doubleday
January 3, 2007 - City Council approved a one-year Professional Services Agreement between the
City of Edmonds and Mike Doubleday. Mr. Doubleday has provided services on behalf of the City
the past three years.
Patton Boggs
January 16, 2007 - City Council approved a one-year Professional Services Agreement between the
City of Edmonds and Patton Boggs LLP. Patton Boggs has provided services on behalf of the City
the past two years.
Salter Joyce Zyker
No Council action in 2007. Salter Joyce Zyker has provided services on behalf of the City
for three years.
Narrative
Mike Doubleday provides intergovernmental support at the State level by providing advocacy for
transportation funding, projects such as Edmonds Crossing and Edmonds Center for the Arts, sales
tax sourcing, and other legislation that may positively or negatively impact the City of Edmonds.
He also monitors legislative activites and provides monthly and year end reports to the City.
Patton Boggs provides intergovernmental support for the City of Edmonds and has worked to help
secure funding for Edmonds Crossing and Edmonds Center for the Arts. Patton Boggs has
also helps to monitor legislation and draft position statements related to such items as national
franchising, Federal Communications Commission rulings, etc.. They also provide regular
notifications on potential funding sources for a variety of issues.
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Salter Joyce Zyker serves as an advisor, providing legal services and assistance in the area of
environmental law in order to support the City Attorney coordinating the provision of services
under the direction of the City. This firm performs environmental legal work on an as needed
basis.
Fiscal Impact
Fiscal Year: 2008 Revenue: $93,670 Expenditure: $93,670
Fiscal Impact:
Expenditures
Patton Boggs $ 48,000
Doubleday $ 35,670
Salter Joyce Zyker $ 10,000 (potential)
$ 93,670 Total
Revenue
Community Services $ 80,000
Public Works $ 5,000
Non-departmental $ 8,670
$ 93,670 Total
Attachments
Link: Exhibit 1 - Mike Doubleday
Link: Exhibit 2 - Patton Boggs
Link: Exhibit 3 - Salter Joyce Zyker
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/06/2007 03:42 PM APRV
2 Mayor Gary Haakenson 12/06/2007 03:50 PM APRV
3 Final Approval Sandy Chase 12/06/2007 03:58 PM APRV
Form Started By: Stephen
Clifton
Started On: 12/03/2007 04:53
PM
Final Approval Date: 12/06/2007
Packet Page 35 of 61
City of Edmonds
121 FIFTH AVENUE N. ● EDMONDS, WA 98020 ● 425-771-0239
ADMINISTRATIVE SERVICES DEPARTMENT
Gary Haakenson
Mayor
L:\Productiondb\CCOUNCIL\0008_1299_Mike Doubleday 2008 Professional Services Agreement.doc
PROFESSIONAL SERVICES AGREEMENT
MIKE DOUBLEDAY
GOVERNMENTAL RELATIONS SERVICES
FOR THE CITY OF EDMONDS
January 1, 2008 – Dec 31, 2008
THIS AGREEMENT, made and entered into between the City of Edmonds, hereinafter
referred to as the “City”, and Mike Doubleday, hereinafter referred to as the “Consultant”;
WHEREAS, the City desires to engage the professional services and assistance of a
consultant to provide advocacy for local transportation funding, projects such as Edmonds
Crossing and Shell Valley Emergency Access Road, and other legislation that may impact the City
of Edmonds.
NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and
between the parties hereto as follows:
1. Scope of Work. The scope of work shall include all services and material necessary to
accomplish the above-mentioned objectives in accordance with the specifics noted below.
A. General Description. Provide advocacy for: local transportation funding,
projects such as Edmonds Crossing and Shell Valley Emergency Access Road,
and other legislation that may impact the City of Edmonds. Monitor legislative
activities using the City of Edmonds 2008 Legislative Agenda as a non-
exclusive scope of work, and provide regular updates to the City
B. Term. This contract shall cover intergovernmental services provided from
January 1, 2008 through December 31, 2008.
C. Deliverables. Work with the Snohomish County Council, local State legislative
delegations, appropriate State departments, legislative leadership, the Governor,
and other intergovernmental representatives to: 1.) Assist with the passage of
legislation favorable to the City of Edmonds; and 2.) Assist with the defeat or
veto of legislation that either fiscally harms the City, or imposes unfunded
program mandates. Provide monthly and year end reports to the City.
2. Payments. The Consultant shall be paid by the City for completed work for services
rendered under this Agreement as provided hereinafter. Such payment shall be full
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Intergovernmental Contract, Page 2
compensation for work performed or services rendered and for all labor, materials,
supplies, equipment and incidentals necessary to complete the work.
A. Amount. Payment for work accomplished under the terms of this Agreement
shall be $2,585 per month when the legislature is not in session, and $4,135 per
month while the legislature is in session. Payments shall not exceed $35,670 for
activities performed during a 12 month period All expenses are included in the
fee: no expenses shall be reimbursed without prior written approval by the City.
Should the legislature meet for part of a month, payment will be prorated based
upon the percentage of days convened during the month.
B. Process. All vouchers shall be submitted by the Consultant to the City for
payment pursuant to the terms of this Agreement. The City shall pay the
appropriate amount for each voucher to the Consultant. The Consultant may
submit vouchers to the City on or before the fifth of each month for services
performed during the previous month. Billings shall show the amount of time
spent working each major issue so the City will be advised of the
intergovernmental costs of supporting each issue.
C. Record Retention. The costs records and accounts pertaining to this
Agreement are to be kept available for inspection by representatives of the City
for a period of three (3) years after final payment. Copies shall be made
available upon request.
3. Ownership and use of documents. All research, tests, surveys, preliminary data and any
and all other work product prepared or gathered by the Consultant in preparation for the
services rendered by the Consultant under this Agreement shall be and are the property of
Consultant and shall not be considered public records, provided, however, that:
A. Final Document. All final reports, presentations and testimony prepared by the
Consultant shall be come the property of the City upon their presentation to and
acceptance by the City and shall at that date become public records.
B. Copies. The City shall have the right, upon reasonable request, to inspect,
review and, subject to the approval of the Consultant, copy any work product.
C. Default. In the event that the Consultant shall default on this Agreement, or in
the event that this contract shall be terminated prior to its completion as herein
provided, the work product of the Consultant, along with a summary of work
done to date of default or termination, shall become the property of the City and
tender of the work product and summary shall be a prerequisite to final
payment under this contract. The summary of work done shall be prepared at no
additional cost.
4. Hold harmless agreement. In performing the work under this contract, Consultant agrees
to protect, indemnify and save the City harmless from and against any and all injury or
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Intergovernmental Contract, Page 3
damage to the City or its property, and also from and against all claims, demands, and
cause of action of every kind and character arising directly or indirectly, or in any way
incident to, in connection with, or arising out of negligent work performed under the terms
hereof, caused by the fault of the Consultant, its agent, employees, representatives or
subcontractors.
Consultant specifically promises to indemnify the City against claims or suits brought
under Title 51 RCW by its employees or subcontractors and waives any immunity that the
Consultant may have under that title with respect to, but only to, the City. Consultant
further agrees to fully indemnify City from and against any and all costs of defending any
such claim or demand to the end that the City is held harmless therefrom. This paragraph
shall not apply to damages or claims resulting from the sole negligence of the City.
5. General and professional liability insurance. The Consultant shall secure and maintain
in full force and effect during performance of all work pursuant to his contract a policy of
business general liability insurance providing coverage of at least $1,000,000 per
occurrence and shall name the City as a named insured, and shall include a provision
prohibiting cancellation of said policy, except upon thirty (30) days written notice to the
City. Certificates of coverage shall be delivered to the City within fifteen (15) days of
execution of this Agreement.
6. Discrimination prohibited. Consultant shall not discriminate against any employee or
applicant for employment because of race, color, religion, age, sex, national origin or
physical handicap.
7. Consultant is an independent contractor. The parties intend that an independent
contractor relationship will be created by this Agreement. No agent, employee or
representative of the Consultant shall be deemed to be an agent, employee or representative
of the City for any purpose. Consultant shall be solely responsible for all acts of its agents,
employees, representatives and subcontractors during the performance of this contract.
8. City approval of work and relationships. Notwithstanding the Consultant’s status as an
independent contractor, results of the work performed pursuant to this contract must meet
the approval of the City. During pendency of this Agreement, the Consultant shall not
perform work for any party with respect to any property located within the City of
Edmonds or for any project subject to the administrative or quasi-judicial review of the
City without written notification to the City and the City’s prior written consent.
9. Termination. This being an Agreement for professional services, either party may
terminate this Agreement for any reason upon giving the other party written notice of such
termination no fewer than ten (10) days in advance of the effective date of said
termination.
10. Changes/Additional Work. The City may engage Consultant to perform services in
addition to those listed in this Agreement, and Consultant will be entitled to additional
compensation for authorized additional services or materials. The City shall not be liable
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for additional compensation until and unless any and all additional work and compensation
is approved in advance in writing and signed by both parties to this Agreement. If
conditions are encountered which are not anticipated in the Scope of Services, the City
understands that a revision to the Scope of Services and fees may be required. Provided,
however, that nothing in this paragraph shall be interpreted to obligate the Consultant to
render or the City to pay for services rendered in excess of the payments discussed in
Section 2.A, unless or until an amendment to this Agreement is approved in writing by
both parties.
11. Standard of Care. Consultant represents that Consultant has the necessary knowledge,
skill and experience to perform services required by this Agreement. Consultant and any
persons employed by Consultant shall use their best efforts to perform the work in a
professional manner consistent with sound practices, in accordance with the usual and
customary professional care required for services of the type described in the Scope of
Services.
12. Non-waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
13. Non-assignable. The services to be provided by the contractor shall not be assigned or
subcontracted without the express written consent of the City.
14. Covenant against contingent fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for the Consultant,
any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent
upon or resulting from the award of making this contract. For breach or violation of this
warranty, the City shall have the right to annul this contract without liability or, in its
discretion to deduct from the contract price or consideration, or otherwise recover, the full
amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee.
15. Compliance with laws. The Consultant in the performance of this Agreement shall
comply with all applicable Federal, State or local laws and ordinances. Including
regulations for licensing, certification and operation of facilities, programs and
accreditation, and licensing of individuals, and any other standards or criteria as described
in the Agreement to assure quality of services.
A. B&O Taxes. The Consultant specifically agrees to pay any applicable business
and occupation (B & O) taxes which may be due on account of this Agreement.
B. Public Disclosure Commission. The Consultant shall be responsible to register
with the Public Disclosure Commission (PDC) and provide notice to the City
regarding any obligation on his part to report his services to any State or
Federal agency. Additionally, Contractor and the City shall sign and Contractor
shall forward to the Public Disclosure Commission a registration of lobbyist
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form (if necessary) before doing any lobbying or within 30 days after being
employed as a lobbyist, whichever occurs first (RCW 42.17.150). Contractor
shall be otherwise responsible for compliance with all requirements of chapter
42.17 RCW (lobbying disclosure).
C. Potential Conflicts. The contractor shall not advocate or promote any
legislative objectives on behalf of existing or potential clients that are
determined by the City to be in conflict with City of Edmonds’ legislative
objectives. The City acknowledges that contractor currently represents the
Cities of Bellevue and Burien before the state legislature, and is a member of a
consulting team providing staff services to the Regional Transportation
Investment District (RTID).
16. Notices. Notices shall be sent to the following address, with receipt of any notice being
deemed effective three days after deposit of written notice.
City of Edmonds Contractor
Dan Clements Mike Doubleday
City of Edmonds Doubleday Government Relations
121 Fifth Avenue North 1561 NW 190th Street
Edmonds, WA 98020 Shoreline, WA 98177
425-771-0239 425-533-6305
clements@ci.edmonds.wa.us mikedoubleday@earthlink.net
DATED THIS ________ DAY OF _____________________, 2007.
CITY OF EDMONDS
By:
Mayor Gary Haakenson
ATTEST/AUTHENTICATED:
Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
W. Scott Snyder
CONSULTANT
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By:
Its:
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City of Edmonds
121 FIFTH AVENUE N. ● EDMONDS, WA 98020 ● 425-771-0239
ADMINISTRATIVE SERVICES DEPARTMENT
Gary Haakenson
Mayor
L:\Productiondb\CCOUNCIL\0009_1299_Patton Boggs 2008 Professional Services Agreement - Addendum #2.doc
PROFESSIONAL SERVICES AGREEMENT
PATTON BOGGS LLP
GOVERNMENTAL RELATIONS SERVICES
FOR THE CITY OF EDMONDS
Addendum #2
January 1, 2008 – Dec 31, 2008
THIS SECOND ADDENDUM (“Second Addendum”) to the Professional Services
Agreement entered into between the City of Edmonds (“the City") and Patton Boggs LLP,
("Consultant").
R E C I T A L S
WHEREAS, the City and Consultant (collectively, “the Parties”) executed the Agreement
on January 17, 2006 in order to engage the professional services and assistance of a consulting
firm to provide lobbying and advocacy services for or related to: local transportation funding,
Edmonds Crossing, Edmonds Center for the Arts, homeland security, telecommunications, and
other legislative or federal grant matters that may impact the City of Edmonds;
WHEREAS, the Parties wish to amend the Agreement for the purposes of defining their
respective rights, duties and obligations regarding the additional services Consultant will provide
to the City hereunder;
WHEREAS, Consultant is willing and able to timely provide said additional services; and
NOW, THEREFORE, in consideration of mutual benefits accruing hereunder, the Parties
hereby amend the Agreement and execute this First Addendum under the terms and conditions
set forth herein.
TERMS
1. Underlying Agreement: Amendment. The underlying Agreement between the Parties,
executed on January 17, 2006, is hereby amended to, but only to the extent set forth herein.
2. Amendment of Section 2(A) of the Agreement. Section 2(A) of the Agreement is hereby
revised to provide in its entirety as follows:
A. Payment for work accomplished under the terms of this
Agreement shall be a flat fee basis of $4,000 per month. Payments
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shall not exceed $48,000 for activities performed during a 12
month period; PROVIDED, in addition to the base amount set
forth in the underlying agreement, the current “do not exceed”
amount is FORTY EIGHT THOUSAND DOLLARS AND
NO/100 ($48,000.00), which is hereby amended and increased by
the sum of FORTY EIGHT THOUSAND AND NO/100
($48,000.00). In no event shall the payment for all work
performed pursuant to this Agreement exceed the sum of ONE
HUNDRED FORTY FOUR THOUSAND DOLLARS AND
00/100 ($144,000.00). All expenses including, but not limited to,
work performed, materials, supplies, equipment, local and out-of-
town travel, meals, telephone and electronic communications,
utilities, postage, fax, photocopying, and printing are included in
the fee; no expense shall be reimbursed without prior written
approval by the City;
3. Revised Scope of Services. As consideration for the additional compensation
authorized under section 2 of this Second Addendum, Consultant shall provide the same services
as those specified under the base Agreement.
4. Amendment and Merger. Except to the limited extent set forth specifically
herein, the underlying Agreement shall remain in full force and effect. Any prior
understandings, written or oral, shall be deemed merged with the provisions of this Addendum.
Neither this Addendum nor the Agreement shall be amended except in writing without the
express written consent of the Parties hereto.
DONE THIS _____ day of ________________, 2007.
CITY OF EDMONDS
By:
Mayor Gary Haakenson
ATTEST/AUTHENTICATED:
Sandra S. Chase, City Clerk
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
W. Scott Snyder
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CONSULTANT:
By ________________________
Its ________________________
STATE OF WASHINGTON )
)ss
COUNTY OF )
On this day of , 20 , before me, the undersigned, a
Notary Public in and for the State of Washington, duly commissioned and sworn,
personally appeared ,to me known to be the
of the corporation that executed the foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he/she was authorized to execute said
instrument and that the seal affixed is the corporate seal of said corporation.
WITNESS my hand and official seal hereto affixed the day and year first above
written.
NOTARY PUBLIC
My commission expires:
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City of Edmonds
121 FIFTH AVENUE N. ● EDMONDS, WA 98020 ● 425-771-0239
ADMINISTRATIVE SERVICES DEPARTMENT
Gary Haakenson
Mayor
L:\Productiondb\CCOUNCIL\0010_1299_Salter Joyce Zyker 2008 Professional Services Agreement.doc
PROFESSIONAL SERVICES AGREEMENT
SALTER JOYCE ZIKER, PLLC
LEGAL SERVICES
FOR THE CITY OF EDMONDS
January 1, 2008 – Dec 31, 2008
THIS AGREEMENT is entered into on the date last below written between the City of
Edmonds, Washington, a municipal corporation, (“the City”) and the law firm of Salter Joyce
Ziker, PLLC, (the "Attorneys").
FOR AND IN CONSIDERATION OF the terms and conditions set forth below, the
parties agree as follows:
1. Services to be Provided. Attorneys will serve as an advisor, providing legal
services and assistance in the area of environmental law in order to support the City Attorney
coordinating the provision of services under the direction of the City through its Community
Services Director. The work provide shall include all services and material necessary to
accomplish the objectives in accordance with the Scope of Service, which is marked as Exhibit
A, attached hereto and incorporated herein by this reference as fully as if herein set forth.
2. Payment for Services. Legal services performed under this Agreement shall be
not exceed $10,000. The City will not be charged separately for normal secretarial or clerical
work, the expense for which has been calculated into the Attorney's hourly rate. All expenses
including, but not limited to, work performed, materials, supplies, equipment, local travel, meals,
telephone and electronic communications, utilities, postage, fax, photocopying, and printing are
included in the fee: no expenses shall be reimbursed without prior written approval by the City.
Reimbursement will be made by the City for expenditures for court related costs and fees,
copying, postage, and computer aided legal research, when made on behalf of the City, and for
travel or long distance telephone calls outside of the metropolitan Seattle area when required on
City business. Direct costs for experts, printing and other litigation support services provided by
third parties in the course of litigation may be forwarded to the City for direct payment.
3. Termination of Agreement. The attorney/client relationship is a personal one
involving the ability of the parties to communicate and maintain credibility. Therefore, the City
reserves in its sole discretion the right to terminate this Agreement upon reasonable notice. The
Attorneys agree that they will not terminate the Agreement without providing for a reasonable
period of transition mutually agreed upon by the parties.
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4. Designation and Approval of Principal Service Providers. At the date of
execution of this Agreement, it has been the representation of the Attorneys that legal services to
the City will be provided principally by William F. Joyce, WSBA #15797. The parties recognize
that services may be provided by others in the firm based upon their expertise and the need to
provide services at appropriate billing rates by junior and senior attorneys, paralegals and legal
assistants within the firm in order to achieve the most cost effective provision of legal services.
The City reserves the right to review and approve each attorney providing service to the City.
By execution of this Agreement, the City specifically approves a provision of services through or
under the direction of William F. Joyce by the attorneys shown in the Attorney's proposal,
attached hereto as Exhibit A.
5. Ownership of Work Product. All data, materials, reports, memoranda and any
other documents developed under this Agreement whether finished or not shall become the
property of the City, shall be forwarded to the City at its request and may be used by the City as
it sees fit. The City agrees that if products prepared by the Attorneys are used for purposes other
than those intended in this Agreement, City does so at City's sole risk and agrees to hold the
Attorneys harmless for such use.
6. Insurance. The Attorneys shall maintain proof of professional liability insurance
the minimum amount of $2,000,000.
7. Discrimination. Attorneys agree not to discriminate against any employee or
applicant for employment or any other person in the performance of this Agreement because of
race, creed, color, national origin, marital status, sex, age, or physical, mental or sensory
handicap, except where a bona fide occupational qualification exists.
8. Hold Harmless. Attorneys agree to indemnify, hold harmless, and defend the
City, its elected and appointed officials, employees and agents from and against any and all
claims, judgments or awards of damages, arising out of or resulting from the acts, errors or
omissions of Attorneys. The City agrees to indemnify, hold harmless, and defend Attorneys
from and against any and all claims, judgments or awards of damages, arising out of or resulting
from the acts, errors or omissions of the City, its elected and appointed officials, employees and
agents.
9. Independent Contractor. The Attorneys are and shall be at all times during the
term of this Agreement independent contractors and shall indemnify and hold harmless the City
from all costs associated with the wages and benefits of the Attorneys’ employees.
10. Rules of Professional Conduct. All services provided by Attorneys under this
Agreement will be performed in accordance with the Rules of Professional Conduct for attorneys
established by the Washington Supreme Court.
11. Work for Other Clients. Attorneys may provide services for clients other than the
City during the term of this Agreement, but will not do so where the same may constitute a
conflict of interest unless the City, after full disclosure of the potential or actual conflict,
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consents in writing to the representation. Any potential conflicts shall be handled in accordance
with the Rules of Professional Conduct referred to above.
12. Subcontracting or Assignment. Attorneys may not assign or subcontract any
portion of the services to be provided under this Agreement without the express written consent
of the City.
13. Entire Agreement. This Agreement represents the entire integrated agreement
between the City and the Attorneys, superseding all prior negotiations, representations or
agreements, written or oral. This Agreement may be modified, amended, or added to, only by
written instrument properly signed by both parties hereto.
DONE THIS _____ day of ________________, 2007.
CITY OF EDMONDS:
By:
Mayor Gary Haakenson
ATTEST/AUTHENTICATED: APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY:
Sandra S. Chase, City Clerk W. Scott Snyder
CONSULTANT:
By ________________________
Its ________________________
STATE OF WASHINGTON )
)ss
COUNTY OF )
On this day of , 20 , before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn, personally appeared
,to me known to be the of the corporation that executed the
foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and
deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that
he/she was authorized to execute said instrument and that the seal affixed is the corporate seal of
said corporation.
WITNESS my hand and official seal hereto affixed the day and year first above written.
NOTARY PUBLIC
My commission expires:
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Exhibit A
WILLIAM JOYCE
SALTER JOYCE ZIKER, PLLC
1601 FIFTH AVE., SUITE 2040
SEATTLE WA 98101-1686
wjoyce@sjzlaw.com
(206) 957-5960 x5951
Scope of Services
January 1, 2008 – Dec 31, 2008
1. Services
1.1 General Description
Advise the City and support the City Attorney in matters relating to
environmental law, e.g., legal support for cost recovery, grant funding, and
remediation at and adjacent to 810 Walnut Street, Edmonds, Washington, Unocal
/Chevron site, and miscellaneous activities.
1.2 Schedule
Contractor shall work January 1 through December 31, 2008.
2. Compensation
2.1 Amount
Contractor will be compensated at the rate of $230/hour. Associate attorneys
(with the City’s approval only prior to commencement of work) would be billed
at $170/hour. Paralegals would be billed at $90/per hour. The City will
compensate the Contractor for his hourly monthly totals, but in no event will the
entire amount exceed $10,000.
2.2 Activities Covered
The fees specified in Section 2.1 will be full compensation for all costs incurred
by the Contractor in fulfilling the requirements of this Agreement, including but
not limited to, work performed, materials, supplies, equipment, local and out-of-
town travel, meals, telephone and electronic communications, utilities, postage,
fax, photocopying and printing.
2.3 Billing Procedures
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Intergovernmental Contract, Page 5
On or before the 5th day of each month, beginning on January 1, 2008, contractor
will submit an invoice to the City for services performed during the previous
month. The invoice will be in a form and content reasonably acceptable to the
City and will describe:
a) Services performed
b) Number of hours expended in performing the services
c) Base contract amount
d) Amount invoiced to date
e) Current invoiced amount
f) Contract balance amount
3. Other Provisions
3.1 Insurance
Contractor carries business liability insurance and will name the City of
Edmonds as an additional insured and provide the City with a certificate of
insurance.
3.2 Termination
Either party may terminate the contract upon written notice to the other.
3.3 Avoidance of Potential Conflicts
The Contractor shall not engage in any activity on behalf of existing or potential
clients that are determined by the City to be in conflict with any City project
objective.
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AM-1298 3.A.
Cat Licenses
City Council Committee Meetings
Date:12/11/2007
Submitted By:Gerry Gannon, Police Department Time:20 Minutes
Department:Police Department Type:Information
Committee:Public Safety
Information
Subject Title
Cat Licensing
Recommendation from Mayor and Staff
After receiving direction from the Public Safety Committee, present the full council with
recommended Ordinance.
Previous Council Action
None
Narrative
The Council asked the police department to come up with possible licensing scenarios for cats.
The attached document lists several possible changes to the current licensing ordinance. The
department is interested in the direction the Public Safety Committee would like the department to
take in regards to ordinance changes for cat licensing.
Fiscal Impact
Attachments
Link: Cat Licenses
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/03/2007 05:06 PM APRV
2 Mayor Gary Haakenson 12/03/2007 05:49 PM APRV
3 Final Approval Sandy Chase 12/06/2007 10:06 AM APRV
Form Started By: Gerry
Gannon
Started On: 11/30/2007 08:40
AM
Final Approval Date: 12/06/2007
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AM-1296 3.B.
SWAT Bus Purchase
City Council Committee Meetings
Date:12/11/2007
Submitted By:Gerry Gannon, Police Department Time:10 Minutes
Department:Police Department Type:Action
Committee:Public Safety
Information
Subject Title
Purchase of a replacement SWAT bus.
Recommendation from Mayor and Staff
Recommend approval for the consent agenda.
Previous Council Action
None
Narrative
Our current SWAT bus was purchased in June 1998 and has 708,000 miles. Because of the age of
the bus, parts are very difficult to locate. The SWAT Team has used the bus for its annual training
which takes place in Eastern Washington. Our Fleet Manager feels the bus is no longer safe to
make the trip over the mountains to Eastern Washington.
The new bus will come from Community Transit. The bus has been inspected by our Fleet
Manager, Dave Sittauer. He feels the bus we are considering to purchase is in good condition and
will be a good replacement for our current bus. The cost of the bus is $1,500 plus tax and
licensing. In addition, the City will have to purchase the tires because the current tires are leased
from Firestone. The cost of the tires is $1,928.60 including tax. The money to purchase the bus
will come from the current Special Operations budget.
The attached "Vehicle Sale Agreement" has been reviewed by the City Attorney and has been
approved in its current version.
We are asking that the Chief of Police or his designee be allowed to sign the purchase agreement
between the City of Edmonds and Snohomish County Public Transportation Benefit Area
Corporation, also known as Community Transit.
Fiscal Impact
Attachments
Link: SWAT Bus
Form Routing/Status
Route Seq Inbox Approved By Date Status
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1 City Clerk Sandy Chase 12/03/2007 05:06 PM APRV
2 Mayor Gary Haakenson 12/03/2007 05:49 PM APRV
3 Final Approval Sandy Chase 12/06/2007 10:06 AM APRV
Form Started By: Gerry
Gannon
Started On: 11/29/2007 09:52
AM
Final Approval Date: 12/06/2007
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VEHICLE SALE AGREEMENT
THIS AGREEMENT between the Snohomish County Public Transportation Benefit Area
Corporation, hereinafter called “Community Transit”, and City of Edmonds, as follows:
In consideration of the mutual promise of the parties, it is hereby agreed as follows:
1. Community Transit shall provide to the City of Edmonds, the following described
bus: 1989 TMC RTS T80-206 VIN#: 1TUMDT9A4KR826304. In exchange; the
City of Edmonds shall pay $1,500.00 without tires. Any tax due will be paid by the
City of Edmonds at the time of licensing.
2. Community Transit shall provide to the City of Edmonds, the six (6) Firestone tires
that are currently on the above bus. In exchange; the City of Edmonds shall pay
$1,928.60. This amount includes Washington State Sales Tax. This amount will be
remitted to First Transit for payment to Firestone for the purchase of the tires and
satisfaction of all obligations under the current lease between Community Transit and
Firestone.
3. Community Transit warrant to the City of Edmonds the following: (i) Community
Transit is the sole owner and free and clear titleholder of the aforementioned bus, (ii)
Community Transit has the legal right to sell such bus, and (iii) Community Transit
shall deliver the bus and the tires free and clear of all liens, debt and encumbrances.
The City of Edmonds shall not assume any debt or obligation associated or connected
to said bus or tires. Community Transit is selling the aforementioned bus and tires to
City of Edmonds AS IS, WHERE IS, and WITH ALL FAULTS and WITHOUT
RECOURSE regarding the condition of the aforementioned bus. Community Transit
makes NO expressed or IMPLIED WARRANTIES or GUARANTEES of any kind
regarding the aforementioned bus and tires other than provided herein.
4. Upon payment as provided under this agreement, Community Transit shall deliver
and convey title to bus and tires, and the City of Edmonds shall take possession of the
same. It shall be the responsibility of Community Transit to ensure that the bus and
tires are delivered in the same condition as when last inspected by the City of
Edmonds. Community Transit shall cooperate with the City of Edmonds as
reasonably necessary to finalize transfer of title and registration of bus and tires.
5. The City of Edmonds shall hold Community Transit harmless from any and all
liability or damages arising from Community Transit’s performance of this
agreement unless such liability arises from the sole negligence of Community
Transit, its agents or employees.
{BFP678393.DOC;1/00006.900160/}
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6. Community Transit shall hold the City of Edmonds harmless from any and all
liability or damages arising from the City of Edmonds’s performance of this
agreement unless such liability arises from the sole negligence of the City of
Edmonds, its agents or employees.
CITY OF EDMONDS
SNOHOMISH COUNTY PUBLIC
TRANSPORTATION BENEFIT
AREA CORPORATION
By:
By:
Emmet Heath, Director of Administration Date
Name & Title Date
{BFP678393.DOC;1/00006.900160/}
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AM-1304 3.C.
Parking Spaces for Disabled Persons
City Council Committee Meetings
Date:12/11/2007
Submitted By:Sandy Chase, City Clerk's Office
Submitted For:Councilmember Michael Plunkett Time:15 Minutes
Department:City Clerk's Office Type:Action
Committee:Public Safety
Information
Subject Title
Parking spaces for disabled persons.
Recommendation from Mayor and Staff
Previous Council Action
Narrative
Councilmember Michael Plunkett prepared the attached memorandum that addresses this topic.
Fiscal Impact
Attachments
Link: Councilmember Plunkett Memo re: Parking Spaces
Form Routing/Status
Route Seq Inbox Approved By Date Status
1 City Clerk Sandy Chase 12/06/2007 02:01 PM APRV
2 Mayor Gary Haakenson 12/06/2007 03:22 PM APRV
3 Final Approval Sandy Chase 12/06/2007 03:42 PM APRV
Form Started By: Sandy
Chase
Started On: 12/06/2007 01:46
PM
Final Approval Date: 12/06/2007
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City of Edmonds
COUNCIL OFFICE
Date: November 7, 2007
To:
Councilmember Deanna Dawson
From: Michael Plunkett, Councilmember
Subject: Parking Committee Meeting of November 6, 2007
At the Edmonds Downtown Parking Committee Meeting of November 6th, the Committee passed a directive to
me in regards to downtown parking regulations. Some folks from the community came by and made reference
to the fact that, in their opinion, there are ADA parking zones being used for an inordinate amount of time.
Apparently ADA spots are not signed with a time limit; and therefore, it is the opinion of the Parking Committee
that a 4-hour time limit for ADA spots should be established particularly in light of the fact that by State law, a
person with a ADA designation can park for as long as they want even in the standard 3-hour parking zone.
Apparently per the State law, a local jurisdiction providing non-metered on-street ADA parking places may
impose by ordinance time restrictions of no less than 4 hours on the use of non-reserved ADA parking spaces
by people displaying ADA parking permits or special license plates issued under RCW 46.16.385
Furthermore, all time restrictions must be clearly posted.
Therefore, on behalf of the Edmonds Downtown Parking Committee I am requesting that in the downtown
commercial zone (exact boundary of zones to be determined upon writing of ordinance) a 4-hour limit be
reviewed and considered.
Would you please put this item on the next Public Safety Committee meeting, i.e.: time restrictions of no less
than 4 hours for non-reserved ADA parking spaces per above-noted RCW.
Thanks.
c: Mayor Haakenson
Police Chief Al Compaan
Duane Bowman, Director, DSD
Edmonds City Council
MEMORANDUM
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