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Home My WebLink About000739 Original Contract City of Port Angeles Record #000739 PROFESSIONAL SERVICES CONTRACT between CITY OF PORT ANGELES and RYAN, SWANSON & CLEVELAND, PLLC This contract ("Contract") is entered into this I" day of January, 2014, between the City of Port Angeles, a municipal corporation of the State of Washington (hereinafter referred to as "City"), and Ryan, Swanson & Cleveland, PLLC (hereinafter referred to as "Ryan Swanson"). In consideration of the covenants and promises set forth herein, the parties agree as follows: 1. Purpose and Scope of Work. The City desires to engage the professional services of Ryan Swanson to assist and represent it in connection with the evaluation and presentation of the City's position(s) with regard to the Advanced Metering Infrastructure System Agreement ("Mueller Agreement") entered into between the City and Mueller Systems, Inc. ("Mueller") as of December 21, 2010 and amended February 23, 2012. The representation shall include all aspects and elements of the City's dealings with Mueller arising out of the performance of Mueller's work under the Mueller Agreement and the City's declaration of default to Mueller dated January 16, 2014, as may be directed from time-to-time by the City Attorney. Ryan Swanson shall perform services consistent with skill and care ordinarily exercised by other professionals Linder similar circumstances at the time services are performed, subject to any limitations established by the City as to degree of care, time or expense to be incurred or other limitations of this Contract. No other representation, warranty or guarantee, express or implied, is included in or intended by Ryan Swanson's services, proposals, agreements, or reports. 2. Duration of Contract. The term of this Contract shall begin upon signature by both parties hereto and shall terminate upon completion of the work as outlined in this Contract. Either party, upon ten (10) days' notice to the other party, may terminate this Contract in whole or in part if either party deems it to be in their best interest. In such event, Ryan Swanson shall be compensated and the City shall be liable only for payment of services already rendered under this Contract prior to effective date of termination. 3. Compensation & Payment. a. Compensation. Ryan Swanson shall be entitled to compensation based on hours actually devoted to performance of this Agreement in accordance with Exhibit A. In any event, however, the total compensation payable to Ryan Swanson under this Agreement shall not exceed twenty thousand dollars ($20,000). b. Pam. Ryan Swanson shall submit invoices to the City monthly or at the end of a specified task, with documentation supporting and detailing work performed -I- 888081.05 on behalf of the City. The City shall review Ryan Swanson's invoices and pay the invoice within 30 days of receipt. If the City objects to all or any portion of any invoice, it shall notify Ryan Swanson of the same within ten (10) days from the date of receipt of said invoice and shall pay that portion of the invoice not in dispute. The parties shall immediately make every effort to settle the dispute and the disputed portion of the invoice. 4. hjp.enses. Ryan Swanson will incur costs on behalf of the City in the course of performance of this Contract. In the event Ryan Swanson advances such costs, they will be included in monthly billings at the actual cost amount, with no markup. Commonly incurred costs may include filing fees, legal research fees, court reporter appearance and deposition transcript fees, travel costs, witness and subpoena fees, messenger and other delivery fees, express mail, and the like. Reimbursement for travel expenses will be limited to the terms and amounts the City pays for travel reimbursement to its employees. To the extent necessary and appropriate to the work assigned to Ryan Swanson, the City shall provide, at its expense, access to City files and documents necessary to accomplish the work assigned to Ryan Swanson, 5. Relationship of Parties. Ryan Swanson shall act as an independent contractor and not as an employee, agent, or officer of the City, Ryan Swanson shall not be authorized to bind the City to any position, contract, or agreement. Ryan Swanson shall assume full responsibility of all federal, state, and local taxes and contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax withholding and shall not be entitled to the benefits provided by the City to its employees. 6. Assignment. Ryan Swanson shall not assign or delegate any of the work covered by this Contract without the express written consent of the City. The City shall not assign this Agreement or any portion thereof to any other person or entity without the express written consent of Ryan Swanson. Nothing contained in this Contract shall be construed to create a right in any third party whomsoever, and nothing herein shall inure to the benefit of any third party. There are no third party beneficiaries of this Contract entitled to rely on any work performed or reports prepared by Ryan Swanson hereunder for any purpose, The City shall indemnify and hold Ryan Swanson harmless against any liability for any loss arising out of or relating to reliance by any third party on any work performed or reports issued hereunder. 7. Hold Harmless and Indemnification. Ryan Swanson shall defend, indemnify and hold harmless the City, and its respective officers, officials, employees, deputies, and agents from and against any and all claims, actions, -2- 888081.05 . / suits, liability, loss, ozp0000s, damages and judgments of any nature whatsoever, including costs and Rvuo S. `o fees in the defense tbcxoof, for injury, uitk0000, disability or death to perns or darna* to property or business, caused bym arising out ofRyan Swansou`m and its ' respective employees' and ogoota`, negligent acts, errors or onnimsiouo in providing murriuoa under the terms nfthe Contract. Provided, however, that Ryan Svvoomou`a obligations hereunder shall only extend to injury, miukoeua` dca{bordnu`mgoo8000d by0r arising out of its negligence. ~^ Insurance. Bvau S`vmu000 mbu\l procure and maintain for the duration of the ogrceouou1` insurance against claims for injuries to persons or damage to property which may 8,imu from or in connection with the performance of the work hereunder by Rvuu Swanson, its agents, representatives, oremployees. a. Minimum Amounts ofInsurance llyoo Swanson shall maintain the following insurance limits: i. insurance with n roioioouoz combined single ' limit for bodily injury and property damage of $1'000,000 per accident. ii. General Liqbility ivauru000 shall be written with limits no less than $l,O0U,0O0 each occurrence, $2°000,A0A general aggregate. iii. Professional Liability insurance shall bo written with limits uoless than$l,0O0,000 each occurrence, $2,000,0OU general aggregate. iv. oovczugo as required by the Industrial Insurances laws of the State ofWashington. b. Other Insurance Provisions i. Ryan Qvvaoaoo`m ionnzuoce coverage abu[l be primary iuuoruuoc as respect to the City. Any insurance, ao\f-ioSor4uoe, or iouozuuco pool coverage maintained by the City shall bein excess ofRyan Svvonuon,o insurance and shall not contribute with it. ii. Ryan Swanson shall provide the City and all additional Ioaurcd`m with written notice of any policy c4ocn|\u1ioo within two days of their receipt nf such cancellation. 9. Ownership f Data and Documents. All writings, programs, data, public records or other materials prepared by Ryan Swanson in connection with the performance of this agreement shall be the property of the City and Ryan Swanson, except for individual notes of attorneys working oothis nuoltor. -3' xoxomos 10. Applicable Law. This Contract shall be governed by, and construed in accordance with, the laws of the State of Washington. 11. EEOC. Ryan Swanson is an equal opportunity employer and does not discriminate against otherwise qualified applicants on the basis of race, color, creed, religion, ancestry, age, sex, sexual orientation, marital status, national origin, disability or handicap, or veteran status. 12. Modification. This Contract may be modified by written modification hereto. 13. Waiver. No officer, employee, agent or otherwise of the City has the power, right, or authority to waive any of the conditions or provisions of this Contract. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach. All remedies afforded to in this Contract or at law shall be taken and construed as cumulative, that is, in addition to every other remedy provided herein or by law. Failure of the City to enforce at any time any of the provisions of this Contract or to require at any time performance of any provision of the Contract herein shall in no way be construed to be a waiver of such provision, or in any way affect the validity of this Contract or any part thereof, or the right of the City to hereinafter enforce each and every such provision 14. Superseding Effect. This agreement supersedes and replaces all prior agreements between the parties. IN WITNESS WHEREOF, the parties hereto have executed this Contract, which shall be effective as of the date and year indicated above. CITY OF PORT ANGELES RYAN, SWANSON & Cl eland, PLLC 0.. Roger 4Mebus t, Me er ATTEST: APPROVED AS TO FORM Jan sa Hurd, City Clerk William E. Bloor, City A1156rney _4_ 888081.05 EXHIBIT A - BILLING RATES Ryan, Swanson & Cleveland billing rates for Mueller Agreement related services: I. Roger Myklebust and other firm members: $330.00 2. Firm Associates: $255.00 3. Firm Paralegals: $175.00 -5- 888081.05