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HomeMy WebLinkAboutContractAGREEMENT FOR LEGAL SERVICES THIS AGREEMENT, dated for reference purposes only as March 7, 2025, is by and between the City of Renton (the “City”), a Washington municipal corporation, Seamark Law Group, PLLC, (“Attorneys”). The City and the Attorneys are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement iseffective as of the last date signed by both parties. 1. Scope of Work: Attorneysagree to providethe following legal services, hereinafter “Legal Services”: Legal representation of the City in connection with a possible insurance coverage dispute with Safety National Casualty Corporation, for advice on navigating settlement in the context of the possible dispute, and for related legal services requested by the City and agreed to by Attorneys. 2. Time of Performance: Attorneys shall commence performance of the Agreement promptly and shall timely file and serve a notice of appearance pursuant to applicable court rules. All Legal Services shall be performed by no later than December 31, 2025. 3. Compensation: A. Maximum Amount. Total compensation to Attorneys for Legal Services provided pursuant to this Agreement shall not exceed ten thousand dollars ($10,000.00). Compensation shall be paid according to the rate(s) or amounts specified below: CAG-25-062 PAGE 2 OF 8 Attorneys agree that any hourly or flat rate charged by it for its Legal Services shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing. B. Method of Payment. On a monthly or no less than quarterly basis, Attorneys shall submit an invoice, including a description of what Legal Services have been provided, the name of the personnel performing such Legal Services, and any hourly labor charge rate for such personnel. The description of Legal Services in the invoice should avoid revealing privileged or confidential information. Payment shall be made by the City within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. C. Effect of Payment. Payment for any part of the Legal Services shall not constitute a waiver by the City of any remedies it may have against Attorneys for failure of Attorneysto perform Legal Servicesor for any breach of this Agreement by Attorneys. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Legal Services or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Legal Servicesfor which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Krista Kolaz 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-7669 kkolaz@rentonwa.gov ATTORNEYS Shane Moloney 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6487 bphillips@rentonwa.gov 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days’ notice to the Attorneys in writing. In the event PAGE 3 OF 8 of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Attorneys pursuant to this Agreement shall be submitted to the City, if any are required as part of the Legal Services. B. In the event this Agreement is terminated by the City, the Attorneys shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Attorneys. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 6. Warranties: Attorneys represents and warrants that Attorneys will perform all Legal Services identified in this Agreement in a professional manner and in accordance with all professional standards and laws.The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Attorneysshall maintain accounts and records, which properly reflect all direct and indirect costs expended and Legal Services provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than ten years after the termination of this Agreement. The Attorneys agree to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Attorneys shall make a due diligent search of all records in its possessionor controlrelating to this Agreement and the Legal Services, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Attorneys believe said records need to be protected from disclosure, Attorneys may, at Attorneys’ own expense, seek judicial protection. Attorneys shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Attorneys has responsive records and for which Attorneys has withheld records or information contained therein, or not provided them to the City in a timely manner. Attorneys shall produce for distribution any and all records responsive to the Public Records Act request in a timely PAGE 4 OF 8 manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Independent Contractor Relationship: A. The Attorneys is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Attorneys and the City during the period of the Legal Servicesshall be that of an independent contractor, not employee. The Attorneys, not the City, shall have the power to control and direct the details, manner or means of Legal Services within the parameters of applicable laws and rules of professional responsibility. Attorneys shall consult and receive written permission from the City prior to engaging other professionals to aid in the representation, such as expert witnesses. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Attorneys or any employee of the Attorneys. 10. Hold Harmless: The Attorneysagree to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Attorneys in its performance of this Agreement or a breach of this Agreement by Attorneys, except for that portion of the claims caused by the City’s sole negligence. 11. Gifts and Conflicts: In compliance with the City’s Code of Ethics and state law, the Attorneys shall not give a gift of any kind to City employees or officials. Attorneys also confirm that Attorneys do not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Attorneys, negotiating or administering this Agreement, or evaluating the Attorneys’ performance of the Legal Services. 12. Insurance: Attorneys shall secure and maintain: A. Professional Liability, Errors and Omissions coverage with minimum limits of $1,000,000 per occurrence and shall provide a certificate of insurance to the City before providing Legal Services; B. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington; and PAGE 5 OF 8 C. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Attorneys’ vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. Attorneys shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 13. Successors and Assigns: Neither the City nor the Attorneys shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 14. Discrimination Prohibited: Attorney agrees as follows: A. Attorneys, and Attorneys’ agents, employees, representatives, and volunteers with regard to the Legal Services performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Legal Services or any other benefits under this Agreement, or procurement of materials or supplies. B. The Attorneys will take affirmative action to ensure that applicants are considered and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Attorneys fail to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Attorneys are charged with knowledge of and compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. PAGE 6 OF 8 15. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Attorneys. B. Attorneys will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C. Attorneys shall furnish all tools and materials necessary to perform the Legal Services except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Attorneys to provide Legal Services they will acquire or maintain such at their own expense and, if Attorneysemploy or otherwise assign the responsibility to perform the Legal Services, said employee or assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Attorneys are free to provide their Legal Services to other entities, so long as there is no interruption or interference with the provision of Legal Services called for in this Agreement. F. Attorneysare responsible for theirown insurance, including, but not limited to health insurance. G. Attorneys are responsible for their own Worker’s Compensation coverage as well as that for any persons employed by the Attorneys. 16. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Attorneys represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Attorneys. B. General Administration and Management. The City’s project managers are identified in Section 4 above. In providing Legal Services, Attorneys shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Attorneys proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Attorneysprepared exhibit conflicts with the terms in the body of this Agreement or contains terms that PAGE 7 OF 8 are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Attorneys and all of the Attorneys’ employees shall perform the Legal Services in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Attorneys hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Attorneys is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Legal Services is essential to the Attorneys’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, PAGE 8 OF 8 successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Attorneys from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ ATTORNEYS By:____________________________ Kim Gilman Interim Administrator, Human Resources and Risk Management Geoff Grindeland Managing Member, Seamark Law Group, PLLC _____________________________ Date Shane Moloney, City Attorney 3/8/2025____M_a_r_c_h_ _1_0_, _2_0_2__5____________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ N/A Approved by Shane Moloney via email 3/8/2025