HomeMy WebLinkAboutContractDocuSign Envelope ID: D8BBF72B-76CE-4356-A3AB-88D0A7293EF5
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT, dated March 27, 2024, is by and between the City of Renton (the 11 City"), a
Washington municipal corporation, and Perkins Coie LLP (11 Consultant"), a Washington Limited
Liability Partnership. The City and the Consultant are referred to collectively in this Agreement as
the 11 Parties." Once fully executed by the Parties, this Agreement is effective as of the last date
signed by both parties.
1.Scope of Work: Consultant agrees to provide construction-related legal services including
but not limited to claim review and litigation related to CAG-20-001 Wells and Williams
Construction Project. The scope and limitations of Consultant's services are further
specified in 2018 engagement letter between the City and Consultant attached as Exhibit
A to this Agreement, which is attached and incorporated herein and may hereinafter be
referred to as the 11 Work."
2.Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties.
3.Time of Performance: Consultant shall commence performance of the Agreement upon
approval of this Agreement and continue performance for the duration of the Scope of
Work specified in this Agreement and Exhibit A, or until either party terminates
representation in a manner consistent with Consultant's applicable rules of professional
conduct. All work shall be performed by December 31, 2025.
4.Compensation:
A.Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall be as set forth above and in Exhibit A. Compensation shall be paid
based upon Work actually performed and, as specified in Exhibit A, the City will
receive a 15% discount off current standard rates charged by Consultant for work in
Washington State. The Consultant agrees that any hourly rate charged by it for its
Work shall remain locked at the negotiated rate(s) and will not exceed $35,000 in total
unless otherwise agreed to in writing by the City or provided in Exhibit A. Except as
specifically provided herein, the Consultant shall be solely responsible for payment of
any taxes imposed as a result of the performance and payment of this Agreement.
CAG-24-092
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B.Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall also submit a final bill upon completion of all
Work. Payment shall be made by the City for Work performed within thirty (30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant's performance does not meet the requirements
of this Agreement, the Consultant will correct or modify its performance to comply
with the Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
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 Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
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 Consultant in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B.In the event this Agreement is terminated by the City, the Consultant shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. 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 Consultant. 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.
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6.Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non
exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement. The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7.Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work 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 six
years after the termination of this Agreement. The Consultant agrees 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, Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
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
Consultant believes said records need to be protected from disclosure, it may, at
Consultant's own expense, seek judicial protection. Consultant 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 Consultant has responsive
records and for which Consultant has withheld records or information contained therein,
or not provided them to the City in a timely manner. Consultant 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. The provisions of this section
shall survive the expiration or termination of this Agreement.
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14.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
15.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
Shane Moloney, City Attorney
1055 South Grady Way
Renton, WA 98057
Phone: (425} 430-8487
smoloney@rentonwa.gov
Fax: (425} 430-6498
CONSULTANT
Andrew L. Greene
1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Phone: 206-359-3234
agreene@perkinscoie.com
Fax: 206-359-4234
16.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A.Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work 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 Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B.The Consultant will take affirmative action to insure that applicants are employed 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.
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forth in the description of the Work is essential to the Consultant's performance of this Agreement.
K.Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall beconstrued 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,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'sfailure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant 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 ofcounterparts, 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
r-:DocuSigned by:
By : �s7,����a�:stucha
Martin Pastucha Public Works Administrator
4/12/2024 I 3:17 PM PDT
Date Approved as to Legal Form
Shane Moloney Renton City Attorney
CONSULTANT
Andrew L. Greene Partner
April 3. 2024 Date
Contract Template Updated 3-28-24 -customized for Perkins (1036 folder 6))
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Approved by Cheryl Beyer via email 4/4/2024