HomeMy WebLinkAbout19-006 - Pepple Cantu Schmidt PLLC - 2019 Legal Services for Real Estate Transactions19-006(a)
City of Tukwila Contract Number:
Council Approval N/A
6200 Southcenter Boulevard, Tukwila WA 98188
AMENDMENT #1 TO
CONTRACT FOR LEGAL SERVICES
This Amendment #1 to Contract for Legal Services ("Amendment") is entered into by and
between the CITY OF TUKWILA, Washington, a noncharter optional municipal code city
hereinafter referred to as "the City," and PEPPLE CANTU SCHMIDT PLLC, a Washington
professional limited liability company, hereinafter referred to as "the Contractor," and amends the
Contract for Legal Services dated January 10, 2019 (Contract No. 19-006) (the "Contract").
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the
parties hereto agree as follows
1. Compensation and Method of Payment. Section 2 of the Contract is hereby amended
and restated in its entirety as follows.
The City shall pay the Contractor for services rendered according to the rate and
method set forth on Exhibit B attached hereto and incorporated herein by this
reference. Compensation under this Agreement shall not exceed $25,000,00.
2, Full Force and Effect. Except as specifically amended herein, all other provisions of the
Contract shall remain in full force and effect and are hereby affirmed and ratified.
DATED as of October
CITY OF TUK LA
Allan Ekberg H,0,3-In
Mayor
Attest
By'
Name:
Its: DerAy Cay DA/
Approved as to Form:
)?, 2019.
CONTRACTOR:
People Cantu Schmidt PLLC
)
Jeffrey1 Havkinson
Member
ADDRESS:
801 Second Avenue, Suite 700
Seattle, WA 98104
City of Tukwila Contract Number: 19-006
Council Approval N/A
6200 Southcenter Boulevard, Tukwila WA 98188
CONTRACT FOR LEGAL SERVICES
This Agreement is entered into by and between the CITY OF TUKWILA, Washington, a
noncharter optional municipal code city hereinafter referred to as "the City," and PEPPLE CANTU
SCHMIDT PLLC, a Washington professional limited liability company, hereinafter referred to as
"the Contractor,"
WHEREAS, the City has a need to have certain legal services performed for its citizens;
and
WHEREAS, the City desires to have the Contractor perform such services pursuant to
certain terms and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the
parties hereto agree as follows:
1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall
perform those services described on Exhibit A attached hereto and incorporated herein by this
reference as if fully set forth. In performing such services, the Contractor shall at all times comply
with all federal, state, and local statutes, rules and ordinances applicable to the performance of
such services and the handling of any funds used in connection therewith. Such local rules and
ordinances shall include, but not be limited to, the City Code of Ethics, as set forth in Ordinance
No. 2068. The Contractor shall request and obtain prior written approval from the City if the scope
of work or schedule of services is to be modified in any way.
2. Compensation and Method of Payment. The City shall pay the Contractor for services
rendered according to the rate and method set forth on Exhibit B attached hereto and
incorporated herein by this reference. Compensation under this Agreement shall not exceed
$15,000.
3. Contractor Budget. The Contractor shall apply the funds received under this
Agreement within the maximum limits set forth in this Agreement.
4. Duration of Agreement. This Agreement shall be in full force and effect for a period
commencing January 1, 2019, and ending December 31, 2019, unless sooner terminated
pursuant to paragraph 8 of this Agreement.
CA Revised: December 2016 Page 1
5. Independent Contractor. Contractor and City agree that Contractor is an independent
contractor with respect to the services provided pursuant to this Agreement. Nothing in this
Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits
accorded City employees by virtue of the services provided under this Agreement. 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 the Contractor, or any employee of the Contractor.
6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its
officers, agents and employees, from and against any and all claims, losses or liability, including
attorney's fees, arising from injury or death to persons or damage to property occasioned by any
act, omission or failure of the Contractor, its officers, agents and employees, in performing the
work required by this Agreement. With respect to the performance of this Agreement and as to
claims against the City, its officers, agents and employees, the Contractor expressly waives its
immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for
injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless
provided for in this paragraph extends to any claim brought by or on behalf of any employee of the
Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to
any damage resulting from the sole negligence of the City, its agents and employees. To the
extent any of the damages referenced by this paragraph were caused by or resulted from the
concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend
and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor,
its officers, agents, and employees.
7. Insurance. The Contractor shall procure and maintain in full force throughout the
duration of this Agreement professional liability insurance with a minimum coverage of $1,000,000
per claim and $3,000,000 aggregate. Contractor shall provide evidence of such coverage in a
manner and form acceptable to the City in the City's sole discretion. Cancellation of the required
insurance shall automatically result in termination of this Agreement.
8. Termination. This Agreement may at any time be terminated by the City giving to the
Contractor thirty (30) days written notice of the City's intention to terminate the same.
9. Discrimination Prohibited. The Consultant, with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race, religion, creed, color,
national origin, age, veteran status, sex, sexual orientation, gender identity, marital status,
political affiliation or the presence of any disability in the selection and retention of employees or
procurement of materials or supplies.
10. Assignment and Subcontract. The Contractor shall not assign or subcontract any
portion of the services contemplated by this Agreement, except for prosecution services, without
the written consent of the City.
11. Entire Agreement. This Agreement contains the entire agreement between the
parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this
Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request
changes in the agreement. Proposed changes which are mutually agreed upon shall be
incorporated by written amendments to this Agreement and with the consent of the City Council.
CA Revised: December 2016 Page 2
12. Notices. Notices to the City of Tukwila shall be sent to the following address_
City Clerk
City of Tukwila
6200 Southcenter Blvd.
Tukwila. Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
13. Applicable Law; Venue: Attorneys Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. In the event any suit,
arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties
specifically understand and agree that venue shall be properly laid in King County, Washington.
The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit.
14. Severability and Survival. If any term, condition or provision of this Agreement is
declared void or unenforceable or limited in its application or effect; such event shall not affect any
other provisions hereof and all other provisions shall remain fully enforceable. The provisions of
this Agreementwhich by :heir sense and context are reasonably intended to survive the
completion, expiration or cancellation of this Agreement, shall survive termination: of this
Agreement.
DATED this VN day of
CITY OF TUKWLA
-7-4 �; 4 pip-
CONTRACTOR:
Y F
Derek Speck Jeffrey M. Hawkinson
Economic Development Administrator Member
ADDRESS:
1000 Second Avenue, Suite 2950
Seattle, VVA 98104
C.u, P ev, S e d D P- er 1 v Page 3
EXHIBIT A -- SCOPE OF SERVICES
Contractor agrees to provide a level of service equal to or greater than the level of
service provided by an in-house city attorney office.
In particular, Contractor agrees to:
A. Review and advise on documents necessary for the formation of a 501(c)3
community organization related to Tukwila Village;
B. Assist the City with legal work related to the sale of Parcels A and B of City
of Tukwila Lot Consolidation No. L13-021 to Purchaser including the
following:
• Review and revise easements and recorded documents;
• Review and address any title issues;
• Prepare the deed and other closing documents;
• Negotiate with the Purchaser concerning any issues raised in the
above;
• Communicate and coordinate with the City, Purchaser, and title
company on any issues arising in the transaction
C. Assist the City with legal work related to sale of other City property such as
the City's Longacres Parcel (APN 242304-9034) and the City's parcels it
intends to sell to HealthPoint (APNs 004000-0175, 004000-0190, 004000-
0252, and 004000-0253).
CA Revised: December 2016 Page 4
EXHIBIT B -- COMPENSATION AND METHOD OF PAYMENT
Fees. Contractor's fees will be based primarily on the amount of time spent by lawyers
and paralegals. Each lawyer and paralegal in the finn has an hourly billing rate, and the rate
times the number of hours spent on a project is the basis for determining our fees.
Jeffrey M. Hawkinson is the primary attorney responsible for this matter, and his current
hourly rate is $350 per hour. David O. Cantu may also be consulted to review and consult on
certain aspects of this matter, and his current hourly rate is $400 per hour. Jeffrey M. Hawkinson
may also delegate certain tasks to paralegal Jayna Paradise, whose current hourly rate is $150 per
hour. The primary attorney will continue to be responsible to City for the entire assignment,
however, and will be available to discuss the use of other personnel with City.
It is Contractor's practice to assign tasks among lawyers and paralegals in such a way as
to produce the highest quality of work at reasonable expense to City.
Disbursements On City's Account. Statements will normally be rendered monthly for
work done in the previous month, covering and identifying services rendered as well as
disbursements and other charges.
These disbursements and charges include items incurred and paid for by Contractor on
City's behalf such as long distance telephone charges, special postage, delivery charges, telecopy
charges, travel, photocopying, and use of other service providers such as printers or experts, if
needed. Contractor will also make separate charges for the use of "Westlaw" or "Lexis" which
are computerized legal research systems that in our experience significantly reduce lawyer
research time. Except for specialized word processing services, Contractor nonnally does not
make a separate charge for stenographic or word processing work unless there is an unusual
situation arising out of City's needs that requires overtime staff work. Contractor may request
that large disbursement items be billed directly to City for payment.
Payment. Payment will be due 30 days after the date of Contractor's statement. If
Contractor does not receive comment about the statement within 30 days of the statement date,
Contractor will assume City has seen the bill and finds it acceptable. Statements unpaid within
30 days will be subject to a late charge of 1.5% per month (18% per year) on the unpaid balance
commencing from the date of the statement and continuing until paid. Payment should be made
in U.S. dollars, in checks or drafts payable to Pepple Cantu Schmidt PLLC, 1000 Second
Avenue, Suite 2950, Seattle, Washington 98101. If any of Contactor's statements remain unpaid
for more than 60 days, Contractor may, consistent with its ethical obligations and judicial
requirements, cease perfonning services until arrangements satisfactory to Contractor have been
made for payment of arrearages and prospective future fees.
CA Revised: December 2016 Page 5