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Home My WebLink About20-003 - Pepple Cantu Schmidt, PLLC - Legal ServicesCity ^�� x�� v�x Tukwila 2O—003 Contract Number: Council Approval N/A CONTRACT FOR LEGAL SERVICES This Agreement is entered into by and between the CITY [JFTUKVVLA. VVoohingbzn, a noncharterootione| municipal code ohv hereinafter referred to as "the Cih/.^ and PEPPLE CANTU SCHK8|DT PLLC. a Washington professional limited liability oonnpany, hereinafter referred to as "the Contractor," WHEREAS, the City has ameed 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 msfollows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit 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 federa|, state, and local sta\uten, 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 mc|ude, but not be limited to, the City Code of E1hics, as set forth in Ordinance NO.2O6O. The Contractor shall request and obtain prior written approval from the City if the scope ofwork orschedule nfservices is tVbemodified inany way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according hothe rate and method set forth onExhibit B attached hereto and incorporated herein bythis reference. Compensation under this Agreement shall not exceed $20.0UO D. Contrac\orBudqeL The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement, 4. Duration ofAqreennent. This Agreement shall be in full force and effect for a period commencing January 1. 2020. and ending December 31` 2020. un|nSo sooner terminated pursuant to paragraph 8 of this Agreement. CARevised December 20O Page 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 attomey'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 besent to the following address: City Clerk City ofTukwila G2OOSouthcenterBlvd. Tukwila, Washington 98188 Notices tothe Contractor shall be sent to the address provided by the Contractor upon the signature line below. 13. Applicable Law -,Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the |ovvm of the State of Washington. In the event any suit, orbhration, or other proceeding is instituted to enforce any tann of this Aoreernent, the parties specifically understand and agree that venue ahe|| be properly laid in King County, Washington. The prevailing party inany such action shall be entitled toits ottorney'nfees and costs nfsuit. 14. 8everabi|ity and Survival. |fany term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event oho|| not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this A8naemnent, vvh\oh by their sense and context are reasonably intended to survive the cornp\edon, expiration or cancellation of this /\gnaernant, ah3|| survive termination of this Agreement. DATED this day of January, 2020. CITY OF TUKWILA DBre'k Speck ' Jeffrey M.Hawkinson Economic Development Administrator Member ADDRESS: 801SecoOd Avenue, Suite 7OO Seattle, VVA98104 CARevised: December 208 EXHIBIT A — SCOPE OF SERVICES Contractor agrees to assist the City with real estate transactions of a commercial nature. In particular, Contractor agrees to: A. Assist the City with the formation of the Tukwila Village Community Development Association (a non-profit corporation related to Tukwila Village). B. Assist the City with Tukwila Village including approval of the parking management plan, completion of the lease option agreement, and resolution of issues arising from easements, etc. C. Assist the City with the sale of other City property such as the City's Longacres Parcel (APN 242304-9034), the City's parcels it intends to sell to HealthPoint (APNs 004000-0175, 004000-0190, 004000-0252, and 004000- 0253), and the Newporter site (APN 0041000130). D. Advise the City on other commercial transactions such as letters of credit, leases, etc. 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 firm 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 $375 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 $450 per hour. Jeffrey M. Hawkinson may also delegate certain tasks to paralegal Jayna Paradise, whose current hourly rate is $175 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 normally 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, 801 Second Avenue, Suite 700, Seattle, Washington 98104. If any of Contactor's statements remain unpaid for more than 60 days, Contractor may, consistent with its ethical obligations and judicial requirements, cease performing services until arrangements satisfactory to Contractor have been made for payment of arrearages and prospective future fees. CA Revised: December 2016 Page 5