HomeMy WebLinkAboutContractCAG-20-433
AGREEMENT FOR LEGAL REPRESENTATION OF THE CITY OF
RENTON IN THE CASE KING COUNTY, RENTON HOTEL
INVESTORS LLC, AND DOWNTOWN EMERGENCY SERVICES
CENTER v. CITYOF RENTON, KING COUNTY SUPERIOR COURT
CAUSE NO. 20-2-15681-7 KNT
THIS AGREEMENT, dated for reference purposes only as October 27, 2020, is by and between
the City of Renton (the "City"), a Washington municipal corporation, and Keating, Bucklin &
McCormack, Inc., P.S. ("Consultant"). The City and the Consultant 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: Consultant agrees to provide legal defense services as specified in Exhibit
A, which is attached and incorporated herein and may hereinafter be referred to as the
"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
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than July 1, 2021.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $30,000 unless otherwise agreed to in writing 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.
B. Method of Pavment. 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-ANpro�,riation 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.
S. 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.
0
PAGE 2OF9
6. 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.
7. 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.
8. Independent Contractor Relationship:
A. The Consultant 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 Consultant and the City
during the period of the Work shall be that of an independent contractor, not
employee. The Consultant, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Consultant shall have no obligation to work any particular hours or particular
schedule, unless otherwise indicated in the Scope of Work or where scheduling of
attendance or performance is mutually arranged due to the nature of the Work.
Consultant shall retain the right to designate the means of performing the Work
covered by this agreement, and the Consultant shall be entitled to employ other
workers at such compensation and such other conditions as it may deem proper,
provided, however, that any contract so made by the Consultant is to be paid by it
alone, and that employing such workers, it is acting individually and not as an agent
for the City.
PAGE 3 OF 9
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 Consultant
or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the
Consultant agrees to notify the City and complete any required form if the Consultant
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Consultant's failure to do so.
9. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind
to City employees or officials. Consultant also confirms that Consultant does 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 Consultant, negotiating or administering this
Agreement, or evaluating the Consultant's performance of the Work.
10. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of the
State of Washington, shall also be secured.
D. 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 Consultant's vehicles on the City's Premises by or on
behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis. The City's insurance policies shall
PAGE 4OF9
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation, within
two (2) business days of their receipt of such notice.
11. 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.
12. 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
City Attorney's Office
1055 South Grady Way
Renton, WA 98057
Phone: (425) 430-6487
smoloney@rentonwa.gov
Fax: (425) 430-6498
CONSULTANT
Keating, Bucklin, & McCormack, Inc., P.S.
801 2nd Avenue, Suite 1210
Seattle, WA 98104
Phone: (206) 623-8861
MWalter@kbmlawyers.com
Fax: (206) 223-9423
13. 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
0
PAGE 5 OF 9
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.
C. If the Consultant fails 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 Consultant is responsible to be aware of and in 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.
14. Miscellaneous: The parties hereby acknowledge;
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub -contracts, or otherwise assigns the responsibility to perform
the Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
health insurance.
PAGE 6 or 9
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
15. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. General Administration and Management. The City's project manager is Shane
Moloney. In providing Work, Consultant 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 Consultant 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 Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that 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. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftinp, 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. Consultant
hereby expressly consents to the personal and exclusive jurisdiction and venue of
1
PAGE 7 of 9
such court even if Consultant 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 Work is essential to the Consultant'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. Bindings 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 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 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.
0
PAGE 8 OF 9
CITY OF RENTON CONSULTANT
By: By• -
Armondo Pavone Michael CL'w-c4lter
Mayor Shareholder
11-16-2020
Date Date
,,..ReNro
Attest
4, '_., $`
�Q
Jason A. Seth '�'�64,,
�RPORAZS!�,y `
City Clerk
Approved as to Legal Form
By:
Approved by Shane Moloney via 11-10-2020 email
Shane Moloney
City Attorney
Contract Template Updated 9/9/2020
PAGE 9 OF 9
KEATING, BUCKLIN & MCCORMACK, INC., P.S.
MICHAEL C. WALTER
ATTORNEYS AT LAW
ANDREW G. COOLEY
STEWART A. ESTES
800 FIFTH AVENUE, SUITE 4141
JAYNE L. FREEMAN
RICHARD B. JOLLEY
SEATTLE, WASHINGTON 98104-3175
SHANNON M. RAGONESI
PHONE: (206) 623-8861
FAX: (206) 223-9423
E-MAIL: MWALTER@kbmlawyers.com
November 2, 2020
Mr. Shane Moloney
City Attorney
City of Renton
1055 — So. Grady Way
Renton WA 98057
RE: Engagement Letter/Legal Services Agreement:
City of Renton and Michael C. Walter and Keating,
Bucklin & McCormack, Inc., P.S.
King County v City of Renton
Cause no. 20-2-15681-7 KNT
Dear Shane:
KIMBERLY J. WALDBAUM
JEREMY W.CULUMBER
AMANDA G. BUTLER
BRIAN G. AUGENTHALIER
DEREK CHEN
AUDREY M. AIRUT MURPHY
ROBERT C. KEATING (1915-2001)
I'm writing to confirm our agreement to have me and my law firm, Keating, Bucklin &
McCormack, Inc., P.S., provide legal services to the City of Renton, as requested in your recent
emails to me. I will be pleased and honored to work with you, your staff and the City of Renton
as requested. The purpose of this letter is to outline the scope of my engagement, and to confirm
financial arrangements for the retention of me and my law firm to provide legal services to the
City of Renton.
First, the scope of my assignment, as I understand it, is to provide legal advice, assistance
and litigation defense for and on behalf of the City of Renton in the recently filed lawsuit styled
King County, et. al., v. city of Renton, King County cause no. 20-2-15681-7 KNT. That lawsuit is
a combined Petition for Review under the Land Use Petition Act (LUPA) and an action for a
declaratory judgment by King County arising out of a code enforcement action by the City. The
action seeks, in part, review and reversal of or revision to a decision of the City's hearing
examiner regarding that code enforcement action. You have asked me to appear for the City and
to associate with you and your office as counsel of record, which I have done. I will also work
with you, Leslie Clark and City staff on strategy and options with an interest in finding a
workable resolution to the issues in the pending lawsuit and issues with King County, the Renton
Hotel Investors, LLC and the Downtown Emergency Service Center defendants.
Mr. Shane Moloney, City Attorney
King County v. City of Renton (LUPA and declaratory action)
Engagement / Legal Services letter
November 2, 2020
Page 2
I will provide the bulk of the attorney work from our office on this matter. I may,
however, request assistance of associate attorneys in my office for legal research, document
review or other matters if I am out of town or unavailable to respond to your or your oiice's
requests, or in instances where such work can be more cost-effectively handled by appropriate
associate attorneys, if necessary. I will, of course, seek your or your ofice's authorization in
advance before utilizing any other attorneys for work on this matter.
Second, our current standard attorney rates for work for our municipal and governmental
clients are: $304 per hour for shareholders (my time); $269 per hour for senior associates; and
$262 per hour for junior associates. We do periodically modify our billing rates, and if the
foregoing rates are subject to change not in 2020) I will contact you in advance to secure your
agreement to those changes.
In addition to the hourly rates identified above, Keating, Bucklin & McCormack, Inc.,
P.S. charges all clients for travel mileage at the rate of .575 cents per mile, as well as long
distance telephone calls, cellular telephone calls and postage expenses as directly incurred. We
also charge for other direct costs incurred on behalf of our clients, such as filing fees, messenger
fees, deposition costs, and the like. We typically advance costs as outlined above. We do not
charge separately for administrative work such as secretarial work, typing, word processing,
accounting, billing, and paralegal -type work.
As we do for all of our clients, we will send detailed billing statements, generally once a
month or when the unbilled amounts exceed $1,000, unless you would like us to provide them in
a different manner or on a different schedule. We will direct the billing statements to you, unless
you direct otherwise. The billing statements will include both the attorney who is providing the
work, and a detailed description of the work, to the 101 of an hour.
As a general rule, we will report to you as our primary contact on behalf of the City,
unless you request otherwise. We will be happy to communicate and work with any elected
officials, executive officers or staff personnel as you or your office request.
I am providing you with duplicate originals of this three -page letter, both of which I have
signed. If the terms and conditions of this professional services agreement are acceptable to you
and the City, please sign where indicated on page 3 of both letters. Then, return one of the
signed originals to me, and keep the other for your files.
Once again, thank you and the City of Renton for your interest in my services. I look
forward to working with you, Leslie Clark, and your staff or others at the City toward a
Mr. Shane Moloney, City Attorney
King County v. City of Renton (LUPA and declaratory action)
Engagement / Legal Services letter
November 2, 2020
Page 3
successful resolution of this matter. If you have any questions regarding anything in this letter -
agreement, please do not hesitate to call or write.
Very ly 3�x urs,
r
MICHAEL C. WALTER
Shareholder
ON BEHALF OF THE CITY OF RENTON, A WASHINGTON MUNICIPAL
CORPORATION, THE ABOVE -STATED TERMS OF ENGAGEMENT FOR MICHAEL
C. WALTER AND THE LAW FIRM OF KEATING, BUCKLIN & MCCORMACK,
INC., P.S., ARE HEREBY ACCEPTED BY THE CITY OF RENTON.
Dated this 16thday of November, 2020.
By: A�__
[NAME]
Its: Armondo Pavone, Mayor
[AUTHORIZED AGENT/TITLE AND POSITION]