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HomeMy WebLinkAbout000529 Original Contract0 0-- This contract is entered into on this g,0 day ofd 2012, 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 the "Attorney"). In consideration of the covenants and promises set forth herein, the parties hereto agree as follows: 1. Purpose and Scope of Work. The City requires the services of a qualified professional to perform the duties outlined in the Scope of Work attached as Exhibit A and desires to engage the professional services and assistance of a qualified person or firm to perform the scope of work as described. The Attorney shall complete and perform all work necessary to accomplish the intent of this Contract. Attorney shall perform services consistent with skill and care ordinarily exercised by other professionals under 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 Attorney'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 the Scope of Work. 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, 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 Pavment. PROFESSIONAL SERVICES CONTRACT between CITY OF PORT ANGELES and RYAN, SWANSON CLEVELAND, PPLC. City of Port Angeles Record #000529 a. Compensation. Attorney shall be entitled to compensation based on hours actually devoted to performance of this Agreement in accordance with Exhibit B. b. Payment. Attorney shall submit invoices to the City monthly or at the end of a specified task, 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. 1 If the City objects to all or any portion of any invoice, it shall notify Attorney 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. menses. (Max clause) 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. 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 City to its employees. 6. Assignment. 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. Hold Harmless and Indemnification. The Attorney 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, 2 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 Attorney's and its respective employees' and agents', negligent acts, errors or omissions in providing services under the terms of the contract. Provided, however, that the Attorney'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 Attorney's obligations hereunder shall apply only to the percentage of fault attributable to the Attorney, its employees, agents, volunteers, and/or sub attorneys. 8. Insurance. The Attorney 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 Attorney, its agents, representatives, or employees. A. Minimum Amounts of Insurance Attorney 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. 2. General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 4. Workers' Compensation coverage as required by the Industrial Insurances laws of the State of Washington. B. 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 Attorney'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 Attorney's insurance and shall not contribute with it. 3 2. The Attorney shall provide the City and all additional Insured's with written notice of any policy cancellation within two days of their receipt of such cancellation. 9. Ownership of Data and Documents. All writings, programs, data, public records or other materials prepared by the Attorney in connection with the performance of this agreement shall be the sole and absolute property of the City. 10. Applicable Law. This contract shall be governed by, and construed in accordance with, the laws of the State of Washington. 11. EEOC. Attorney 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. 4 IN WITNESS WHEREOF, the parties hereto have executed this contract the date and year indicated below. Date: N ©vv beK A G CITY OF PORT ANGELES By Cherie Kidd, Mayor f ATTEST: sa Hurd, City Clerk k G:\LEGAL\a AGREEMENTS &CONTRACTSUntegral PSA 02.27. t2.doc 5 Date: ATTORNEY cp,a)0,, Roger eb t RYAN, ON& EVELAND, PPLC. APPROVED AS TO FORM: William E. Bloor, City Attorney SCOPE OF WORK I. Initial Claim Evaluation/Claim Presentation A. Initial evaluation to develop claim presentation 1. Review contract documentation with Krei 2. Review claims and project documentation in claim by Primo Construction 3. Meet with Messrs. Bloor and Miller regarding issues in Primo Construction claim and resolution through mediation 4. Initial legal research as necessary B. Meetings with prospective witnesses (as necessary) 1 Transit/City representatives 2. Expert witnesses hired during and after project delay and change order process 3. Primo Construction representatives C. Draft claim presentation for delivery to Krei/Parteet 1. Review with Messrs. Bloor and Miller 2. Council approval as necessary IL Post Claim Dealings with Krei/Parteet A. Initial conversations 1. Timing of a response 2. Possible settlement negotiations 3. Mediation as a next step B. Analyze written response (if no response initiate lawsuit /arbitration) C. Response to Krei position (written and/or verbal) III. Initiate Mediation A. Develop strategies for all elements of claim B. Draft claim statement C. File and serve 1V. Initial Discovery A. Coordinate production of documents from Transit/City and Krei B. Organize and catalogue documents produced C. Review documents produced and organize for use in further analysis and depositions D. Witness interviews V. Detailed Claim Evaluation A. Review contractors' field documents B. Review job records C. Interview project consultants and Transit/City employees on the project D. Reevaluate prior evaluations VII. Mediation Preparation A. Finalize legal theories and identify necessary evidence B. Finalize witnesses C. Finalize exhibits and organize for mediation D. Meeting with key expert and fact witnesses E. Exhibit organization and coding F. Preparatoin of demonstrative exhibits G. Prepare mediation brief H. Mediation one day VL Mediation A. Agree on mediator /date of mediation B. Prepare mediation presentation and exhibit notebook Working with expert witnesses 1. 2. Working with Messrs? Bloor and Miller C. Council authority 727443 01 EXHIBIT B BILLING RATES Ryan, Swanson Cleveland billing rates for Krei /Parametrix claim/litigation 1. Roger Myklebust and other firm members: 2. Firm associates: 3. Paralegals: $320.00 $255.00 $175.00