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Home My WebLink About4.556 Original Contract </. 55UJ .' PROFESSIONAL SERVICE CONTRACT FOR LEGAL DEPARTMENT ANALYSIS This Contract is entered into this 29th day of May, 2007, between the City of Port Angeles, a non-charter code city of the State of Washington (hereinafter referred to as "City") and Peggy Madsen, a sole proprietorship, (hereinafter referred to as Contractor). WHEREAS, the City requires professional services for Legal Department analysis and recommendations to City Manager; and WHEREAS, the Contractor represents that it has the background, experience and ability to perform the required work in accordance with the standards of the profession; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, and agreements set forth below, the parties hereto agree as follows: 1. Scope of Services. The Contractor will perform the services outlined below: Perform analysis of Legal Department and provide report and recommendations to City Manager. Report and analysis will include: document management, both paper and computer documents; staffing - long term needs, division of current work and responsibilities, efficiency in utilization and current alignments; office physical requirements, and need for confidentiality; possibility of City re-instituting its own municipal court. 2. Term. This Agreement shall commence on May 29, 2007 and work shall be completed by August 6, 2007. 3. Compensation. For full performance of the services required by this Agreement, Contractor shall be paid $4,500.00. Payment shall be due within 30 days ofthe date Contractor delivers to City Manager a satisfactory report and recommendations pursuant to Section 1 above. Contract for ProfessIOnal Services Page 2 4. Termination. The CITY may terminate this contract at any time, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date. The termination notice shall be sent to the address set forth above. The Contractor shall notify the CITY of any change in address. If the contract is terminated by the CITY as provided herein, the Contractor will be paid an amount which bears the same ratio to the total compensation as the services actually performed bears to the total services of the Contractor covered by this contract, less payment for compensation previously made. Notwithstanding the above, the Contractor shall not be relieved of liability to the CITY for damages sustained by the CITY, its officers, employees and agents by virtue of any breach of this contract by the Contractor for the purpose of set off until such time as the exact amount of damages due the CITY for the Contractor is determined. 5. Relationship of parties. The parties understand and agree that the Contractor is skilled in matters pertaining to legal department analysis and will perform independent functions and responsibilities in the area of this particular field of expertise. The Contractor shall act as an independent contractor and not an employee of the City. As such, Contractor has no authority to bind the City or control employees of the City. Within the performance of these duties, the Contractor shall work under the direction of the City Manager. 6. Compliance with legal requirements. The Contractor shall possess any regulatory or other license required to perform the services provided under this agreement and shall comply with all applicable federal, state, and local laws. 7. Indemnification/hold harmless. The Contractor shall defend, indemnify, and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence ofthe City. 8. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. No Limitation. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Minimum Scope Coverage Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability insurance coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. B. Minimum Amounts ofInsurance Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1 ,000,000 per accident. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute to it. D. Acceptability ofInsurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. 9. Non-discrimination. During the performance of this agreement, the parties shall conduct their business in a manner which assures fair, equal, and nondiscriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: A. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities. B. The parties will comply strictly with all requirements of applicable federal, state, or local laws or regulations issued pursuant thereto, relating to the establishment of nondiscriminatory requirements in hiring and employment practices and assuring the service of all patrons and customers without discrimination with respect to the above-stated minority status. 10. Assignabilitv. The Contractor shall not assign or transfer any interest in or responsibility under this agreement without the prior written consent of the City. 11. Amendments. The parties hereby agree that this agreement shall not be amended or modified without the written concurrence of both parties. 12. Applicable law. This agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any action brought hereunder shall be Clallam County. . 13. Entire A2reement. The parties agree that this contract is a complete expression of the terms hereto and any oral representation or understanding not incorporated herein is excluded. IN WITNESS WHEREOF, the parties hereto have executed this agreement the date and year indicated below. CITY OF PORT ANGELES ~J!L ~ 4~ William E. Bloor City Attorney CONTRACTOR ~d& D e Pegg M e Date Sole Proprietor 5t.Jo ..-~ 2"" (p 1~ Tax I.D. # { ATTEST: ~~ ~ ,1J,p:tJA Becky J. U n, ty Clerk G \Legal_Backup\AGREEMENTS&CONTRACTS\2007 Agrmts & Contracts\Search Contract - Police ChIef doc 5/31/2007 , I ,.- Contract for ProfeSSIOnal Services Page 5