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Home My WebLink About000891 Original Contract City of Port Angeles Record#000891 PROFESSIONAL SERVICES CONTRACT between CITY OF PORT ANGELES and LANE POWELL, PC This contract is entered into on this day of A ( _ , 2015, between the City of Port Angeles, a municipal corporation of the State of a n (hereinafter referred to as the "City"), and Lane Powell, PC (hereinafter referred to as the "Attorney"). In consideration of the covenants and promises set forth herein, the parties hereto agree as follows: 1. Purpose and Scope of Services. The City currently is engaged in a dispute with Magnus Pacific, a contractor doing work at the Port Angeles landfill. Magnus claims that it is entitled to additional compensation and contract time for handling asbestos at the landfill in quantities far in excess of the quantities anticipated in its contract with the City. The City and Magnus intend to submit this dispute to arbitration. The legal issues involved in the dispute are complex and numerous. They require specialized legal expertise and experience which Attorney is able to provide. For these reasons, the City desires to engage the professional services and assistance of the Attorney. The scope of services subject to this agreement is limited to those legal services, as directed by the City Manager or his designee, related to mediation of the dispute between the City and Magnus arising from handling asbestos at the landfill. The Attorney shall complete and perform all work and complete all other performances necessary to accomplish the intent of this Contract. In performing services under this Contract, the Attorney shall perform in accordance with generally accepted professional practices. 2. Duration of Contract. The term of this contract shall begin upon signature by both parties hereto and shall terminate upon completion of the services rendered. Either party, upon ten (10) days' notice to the other party, may terminate this Contract in whole or in part when either party deems it to be in their best interest. In such event, Attorney 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. The Attorney shall be compensated on a hourly rate. The rates 1 for the Attorney's staff are shown on the attached as Exhibit A. The charge to the City shall be calculated on those rates, less a discount of ten percent (10%), based on hours actually devoted to performance of this agreement. However, the total compensation to the Attorney authorized by this agreement is not to exceed $24,500.00. b. Payment. Attorney shall submit invoices to the City monthly, with documentation supporting and detailing work performed on behalf of the City. The City shall review Attorney's invoices and pay the invoice within 30 days of receipt. Invoices not paid within thirty (30) days shall accrue interest at a rate of ten percent (10%) annum. If any invoice remains unpaid for more than sixty (60) days, Attorney may, consistent with their ethical obligations, cease performing legal services for the City until satisfactory arrangements are made to pay Attorney. If the delinquency continues, the Attorney may withdraw from representing the City, pursue collection of the account, and recover the costs of collection, including reasonable attorneys' fees from the City. If the City objects to all or any portion of any invoice, it shall notify Attorney of the same within thirty (30) 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. Expenses. Expenses incurred by the Attorney on behalf of the City in the course of performance of this Contract by the Attorney must be approved by the City in advance. Reimbursement for travel expenses will be limited to the terms and amounts the City pays for travel reimbursement to its employees. Expenses shall be itemized on invoices submitted by Attorney to the City. Invoices for the fees and expenses of third party professionals or service providers (such as consulting experts, local counsel and court reporters) will generally be billed directly to the City or forwarded to the City for direct payment, unless other arrangements are agreed upon. To the extent necessary and appropriate to the work assigned to the Attorney, City shall provide, at its expense, access to City files and documents necessary to accomplish the work assigned to the Attorney. 5. Relationship of Parties. Attorney shall act as an independent contractor and not as an employee, agent, or officer of the City. The Attorney shall not be authorized to bind the City to any position, contract, or agreement. Attorney 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 2 City to its employees. 6. Assil4nment. Attorney 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 the Attorney. 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 Attorney hereunder for any purpose. The City shall indemnify and hold Attorney 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. Ownership of Data and Documents. All writings, programs, data, public records or other materials prepared by the Attorney and/or its Attorneys or subAttorneys, in connection with the performance of this agreement shall be the sole and absolute property of the City and constitute "work made for hire" as that phrase is used in federal and/or state intellectual property laws. City shall have the right to the use of all data, recommendations, proposals, reports, design criteria, and similar information provided to it by Attorney ("Information" herein); provided, however, that the information shall not be used or relied upon by any party other than the City, save and except as may be required by the design and licensing requirements of the project for which the Information is provided or action of the courts; further, such use shall be limited to the particular site and project for which the Information is provided. 8. 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 IN WITNESS WHEREOF, the parties hereto have executed this contract the date and year indicated below. 3 (� r� Date: t �� t�� Date: 11�11 fs. CITY OF PORT ANGELES ATTORNEY: LANE POWELL,PC By By x Dan McKeen,U4 Manager Stanton Phillip Beck ATTEST: APPROVED AS TO FORM: (im 0 \�"Aw j v k' ' —" ,-- E- — �� J nnifer Veneklasen, City Clerk William E. Bloor, City Attorney 11Aa AGREEMENTS&CONTRACTS\2015 Agrmts&Contracts\Lane Powell PSA 04.14.15.wpd 4 'r k l Exhibit A Attorney Standard A Rate Stanton P. Beck $575.00 Mark G. Beard $500.00 Jennifer Beyerlein $435.00 Andrew J. Gabel $400.00 Carson Cooper $325.00 Julia Abelev $295.00 Port Angeles to receive 10% discount on the foregoing Standard Rates. i E