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Home My WebLink About000977 Original Contract City of Port Angeles Record # 000977 PROFESSIONAL SERVICES CONTRACT between CITY OF PORT ANGELES and LANE POWELL, PC This contract is entered into by and between the City of Port Angeles, a municipal corporation of the State of Washington (hereinafter referred to as "City"), and Lane Powell, PC (hereinafter referred to as "Contractor"). In consideration of the covenants and promises set forth herein, the parties hereto agree as follows: 1. Purpose and Scope of Services. The City requires the legal expertise and experience which Contractor is able to provide to resolve the City's dispute with Magnus Pacific regarding the Port Angeles landfill. The Contractor's work shall be as directed by the City Manager. Without limiting the generality of the foregoing, the Contractor's work may include advice regarding legal issues and strategies for mediation and settlement negotiations, preparation of the City's case for mediation and settlement negotiations, participation in mediation and settlement negotiations, and other tasks relating to the City's dispute with Magnus-Pacific relating to the landfill as directed by the City Manager. In performing services under this Contract, the Contractor shall perform in accordance with generally accepted professional practices. 2. Duration of Contract. The parties intend that this contract shall be effective from and after July 15, 2015, and shall terminate upon completion of the services to be provided by the Contractor. 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, Contractor 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. Contractor shall be entitled to compensation at a discounted rate of ten percent (10%) based on hours actually devoted to performance of this Agreement but not to exceed $150,000. b. Pam. Contractor shall submit invoices to the City monthly, with documentation supporting and detailing work performed on behalf of the City. 1 The City shall review Contractor'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 nine percent (9%) annum or three-quarters of a percent (0.75%) per month. If any invoice remains unpaid for more than sixty (60) days, Contractor may, consistent with their ethical obligations, cease performing legal services for the City until satisfactory arrangements are made to pay Contractor. If the delinquency continues, the Contractor 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 Contractor 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 Contractor on behalf of the City in the course of performance of this Contract by the Contractor 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 Contractor 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 Contractor, City shall provide, at its expense, access to City files and documents necessary to accomplish the work assigned to the Contractor. 5. Relationship of Parties. Contractor shall act as an independent contractor and not as an employee, agent, or officer of the City. The Contractor shall not be authorized to bind the City to any position, contract, or agreement. Contractor 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. 2 Contractor 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 Contractor. 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 Contractor hereunder for any purpose. The City shall indemnify and hold Contractor 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. Contractor will not direct, supervise, or lay out the health and safety measures of the City, Contractor, or any Subcontractor. 7. Hold Harmless and Indemnification. The Contractor 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, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including costs and attorneys fees in the defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of Contractor's and its respective employees, agents, volunteers, and/or subcontractors, negligent acts, errors or omissions in providing services under the terms of the contract. Provided, however, that the Contractor's obligation hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the City, its officers, officials, employees, deputies, and/or agents. Provided further, that in the event of concurrent negligence of both parties, the Contractor's obligations hereunder shall apply only to the percentage of fault attributable to the Contractor, its employees, agents, volunteers, and/or subcontractors. 8. Ownership of Data and Documents. All writings, programs, data, public records or other materials prepared by the Contractor and/or its Contractors or subcontractors, 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 Contractor ("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. 3 9. 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 to be effective as of the date and year indicated below. Date: S ( a 7 /do 115: Date: CITY OF PORT ANGELES CONTRACTOR: LANE POWELL, PC By By ,/� Dan McKeen, City Manager Stanton Phillip Beck ATTEST: APP OVED AS TO FOR Jennifer Veneklasen, Cit 1 rk William E. Bloor, City Attorney 4