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HomeMy WebLinkAboutContractAGREEMENT FOR LEGAL SERVICES THIS AGREEMENT, dated for reference purposes only as August 21, 2025, is by and between the City of Renton (the “City”), a Washington municipal corporation,andSeamark Law Group, PLLC, a Washington Professional Limited Liability Company (“Attorneys”). The City and the Attorneys are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Attorneys agree to provide the following legal services, hereinafter “Legal Services”: Legal representation of the City in connection with City Claim No. CL-25-052 submitted August 15, 2025, by Davis Law Group, P. S.on behalf of Rebecca E. L’Heureux; and if litigation commences with Rebecca E. L’Heureux relating to the events described in City Claim No. CL-25-052, defend the City and advance claims (if any) on behalf of the City. The lead attorney on this matter will be Geoffrey Grindeland. 2. Communication: The City authorizes Attorneys to exercise their best professional judgment to represent the City’s best interests in this matter. The City authorizes Attorneys to make tactical decisions that, in Attorneys’ best judgment, are necessary to pursuing this action. The City will determine the objectives of representation and Attorneys will consult the City regarding the means by which the objectives are to be pursued. All settlement offers will be communicated to the City, and no settlement will be agreed to without the City’s consent. Attorneys shall keep the Cityinformed as to the progress of the City’scase, including but not limited to the status of any hearings noted with or without oral argument, and will send copies of all important papers coming to and going from Attorneys’ office, including significant correspondence, pleadings, and other documents.Attorneys will provide the City with sufficient notice of significant decisions arising in the course of the Legal Services to allow the City to meaningfully participate in the decisions. Attorneys will not stipulate or agree to procedural changes or limitations or other actions that materially impact the City’s rights without obtaining the City’s fully informed consent. Such actions include, but are not limited to, continuing trial dates, stipulating to protective orders or other discovery concessions/restrictions, and joint defense agreements. To provide “fully informed CAG-25-269 PAGE 2 OF 10 consent,” the City must be provided copies of all relevant documents for review. Attorneys shall receive written permission from the City prior to engaging other professionals to aid in the representation, such as expert witnessesor consultants. Without such written consent, Attorneys assume full responsibility for all costs invoiced by other professionals who were hired by Attorneys. Attorneys shall provide required updates to the following City staff at the email addresses provided: Krista Kolaz, Blythe Phillips Risk Manager AssistantCity Attorney kkolaz@rentonwa.gov bphillips@rentonwa.gov legaladmin@rentonwa.gov If the Legal Services relate to a claim that has been or will be filed with the City’s insurer, Attorneys will provide written updates to the City’s insurer regarding the status of the case unless the City and Attorneys agree otherwise in writing. The Renton City Attorney or designee and the Risk Manager shall be copied on all updates to the insurer at the email addresses provided above. Failure of Attorneys to communicate with the City as required by this section is a material breach of this Agreement. 3. Public Communications: Attorneys shall not issue any news releases or make any statements to a member of the news media or the general public regarding the Legal Services without the prior approval of the City Attorney. 4. 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 thanDecember 31, 2026. 5. Compensation: A. Maximum Amount. Total compensation to Attorneysfor Legal Services provided pursuant to this Agreement shall not exceed forty-nine thousand dollars ($49,000.00). Compensation shall be paid according to the rate(s) or amounts specified in Attachment A. Attorneys agree that any hourly or flat rate charged by Attorneys for Legal Services shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing. Attorneys will bill for hours worked in furtherance of the Legal Services. Hours worked (i) as a result of an PAGE 3 OF 10 internal transfer of attorneys during the course of representation under this Agreement, or (ii) preparing or reviewing Attorneys’ billings to the City or other internal firm quality control procedures are not “in furtherance” of the Legal services within the meaning of this section. When Attorneys are close to incurring the maximum amount of compensation under this Agreement, or upon the City’s request, Attorneys will provide an updated estimate for Attorneys’ fees and costs required to resolve the matter described in Section 1. B. Reimbursement. Attorneys will not be reimbursed for job related expenses except to the extent specifically agreed herein. Routine costs directly related to the provision of the Legal Services, such as filing fees and other court costs, legal messenger or process server costs, etc. may be reimbursed. Necessary travel expenses may be reimbursable subject to the City’s written authorization and the City’s travel reimbursement policy limitations. Fees and other expenses for expert consultants or witnesses will only be reimbursed if Attorneys (i) obtain written prior approval from the City and (ii) include these fees and expenses on Attorneys’ firm’s invoice, pursuant to subsection C of this section. Other necessary and reasonable expenses incurred in litigation may be reimbursable with prior written approval by the City. C. Method of Payment. On a monthly or no less than quarterly basis, Attorneys shall submit an invoice to the City staff in Section 2, 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, and should sufficiently identify individual tasks to avoid “block billing.” Invoices seeking reimbursement for experts or consultants retained by Attorneys must be submitted to the City on Attorneys’ firm’s invoice. The City cannot pay invoices issued directly from the expert or consultant unless the City has separately contracted with that expert or consultant. Payment shall be made by the City within thirty (30) calendar days after receipt and approval by the appropriate City representative of the invoice. D. 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 Attorneys to perform Legal Services or for any breach of this Agreement by Attorneys. E. 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 Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. PAGE 4 OF 10 6. 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 Phone: (425) 430-7669 kkolaz@rentonwa.gov Blythe Phillips Phone: (425) 430-6493 bphillips@rentonwa.gov legaladmin@rentonwa.gov 1055 South Grady Way Renton, WA 98057 ATTORNEYS Geoffrey Grindeland 400 Winslow Way E, Suite 230 Bainbridge Island, WA 98110 Phone: (206) 502-2511 geoff@seamarklaw.com 7. Termination: A. Each Party has the right to terminate this agreement subject to applicable notice requirements and other restrictions set forth in the court rules or applicable law. In the event of such termination, 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. 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 incurredor work done following the effective date of termination unless authorized in advance in writing by the City. 8. Warranties: Attorneys represent and warrant that Attorneys will perform all Legal Servicesidentified in this Agreement in a professional manner and in accordance with PAGE 5 OF 10 all professional standards and laws. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Record Maintenance: The Attorneys shall 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. 10. Public Records Compliance: A. Stipulations and Agreements. Attorneys shall familiarize themselves with the Public Records Act and shall consider the City’s obligations thereunder when considering strategy or entering stipulated motions or orders on behalf of the City. Attorneys shall not, without the informed consent of the City, enter a stipulation or agreement on behalf of the City which contains a confidentiality provision.Any such agreement must be signed by a representative of the City to be binding upon the City. B. Cooperation. 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 their possession or control relating 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. Attorneys shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. C. Indemnification. Attorneysshall 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 (i) for which Attorneys have responsive records and for which Attorneys have withheld records or information contained therein, or not provided them to the City in a timely manner; and (ii) arising from or related to records subject to a confidentiality provision entered in violation of subsection A of this section. D. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 6 OF 10 11. Independent Contractor Relationship: A. The Attorneys are retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Attorneysand the City during the period of the Legal Services shall 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. 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. C. Attorneys shall furnish all tools and materials necessary to perform the Legal Services except to the extent specifically agreed herein. 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 Attorneys employ 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. Attorneys are responsible for their own insurance, including, but not limited to health insurance, and for their own Worker’s Compensation coverage as well as that for any persons employed by the Attorneys. 12. Hold Harmless: The Attorneys agree 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 their 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. 13. 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. PAGE 7 OF 10 14. 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 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. D. Attorneys shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 15. 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. 16. Discrimination Prohibited: Attorneyagrees 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 consideredand 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. PAGE 8 OF 10 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. 17. Miscellaneous: A. Approval Authority. Each individual executing this Agreement on behalf of a Party hereto represents and warrants that the individual is duly authorized to execute and deliver this Agreement on behalf of the Party. B. General Administration and Management. The City’s contract managers are identified in Section 6 above. In providing Legal Services, Attorneys shall coordinate with the City’s contract manager or the manager’s designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. 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. Unless otherwise expressly agreed, tothe extent an exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which the exhibit 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 PAGE 9 OF 10 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 noone 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, 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. PAGE 10 OF 10 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:____________________________ David E. Topaz Administrator, Human Resources and Risk Management Geoffrey Grindeland Managing Member, Seamark Law Group, PLLC _____________________________ Date _____________________________ Date Approved as to Legal Form By: __________________________ Blythe Phillips, Assistant City Attorney 8/21/2025 _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Gff Gidld ______________________ 8/21/2025 Approved by Blythe Phillips via email 8/21/2025 Geoff Grindeland geoff@seamarklaw.com (206) 502-2511 Seamark Law Group PLLC | 400 Winslow Way E, Ste 230 | Bainbridge Island, WA 98110 Seamark Law Group’s 2025 Hourly Rates Municipal Clients Name Position Hourly Rate Geoff Grindeland Attorney $315 Gretchen Graham Salazar Attorney $315 Jesse Townsend Attorney $315 Nikki Carsley Attorney $300 Shelby Carroll Summer Associate $175 Nicole Hashmeh Paralegal $155 Lisa Kopecky Paralegal $155 Exhibit A