HomeMy WebLinkAbout21-025 - Jameson Pepple Cantu PLLC - Legal Services for Commercial Real EstateCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 21-025
Council Approval N/A
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 JAMESON PEPPLE
CANTU 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 $20,000.
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, 2021, and ending December 31, 2021, unless sooner terminated pursuant
to paragraph 8 of this Agreement.
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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
[Dailies 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.
O. Indemnification. The Contractor shall indennnifv, defend and hold harmless the City, its
officene, agents and e0p|oyees, from and against any and all claims, losses or liobi|ity, including
attorney's fees, arising from ijury or death to persons or damage to property occasioned by any act,
omission or failure of the [|Ontr@ctD[, its oOiCe[S. agents and e[Op|Oyees, in performing the work
required by this Agreement. With respect to the performance of this Agreement and as to claims
against the City, its offiCe[S, 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 indamnif«, 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 shal! 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 ennp/oyeeo, this obligation to inda0Difv, defend and hold harmless is valid and
enforceable only to the extent of the negligence of the C0ntnactor, its officero, 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 Vf$1.ODO.UOOper 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.
D. 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.
S. Discrimination Prohibited. The Consultant, with regard to the work performed by it under
this Agreement, will not discriminate on the grounds of race, religion, c[eed. Co|Or, national origin,
age, veteran statVa, sex, sexual orientation, gender |dentity, marital stotuo, political affiliation or
the presence of any disability in the selection and retention of employees or procurement of
materias or supplies.
10. Assiqnment 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 ofthe 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,
shafl 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.
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12. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
O2OO8oukhCente[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: Attorney's Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. tn the event any suit, arbitration,
or other proceeding is instituted to enforce any term of this Aoreennerd, 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 entitied to its attorneys fees and costs of suit.
14. Severability and Survival. If any tarnn, 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
AOF8aOleDi. which by their sense and context are reasonably intended to survive the completion,
expiration or cancellation of this Agreement, shall survive termination of this Agreement.
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DATED this ��~ O@V of January, 2021.
CITY OF TUKWILA
CONTRACTOR:
D— k^SD8Ck Jeffrey M. gwkiOs0O
Economic Development Administrator Member
ADDRESS:
801 Second Avenue, Suite 700
Seattle, WA 98104
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EXHIBIT A -- SCOPE OF SERVICES
Contractor agrees to assist the City with real estate transactions of a commercial
nature when requested by City. 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), the
Newporter site (APN 0041000130), and others.
D. Advise the City on other commercial real estate transactions such as letters
of credit, leases, due diligence, etc.
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EXHIBIT B -- COMPENSATION AND METHOD OF PAYMENT
Fees. Contractor's fees will be based primarily on the amount or 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 $400 per hour. David 0. 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 Jana 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 oI work al reasonable expense to City.
Disbursements On Citv'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.
'Mese disbursements and charges include items incurred and paid for by Contractor on
City's behalf such as long distance telephone chan4es, 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 stall' 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 Jameson Pepple Cantu PLI„C, 801 Second Avenue,
Suite 700, Seattle, Washington 98101. 11 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 arrangcmcnts satisfactory to Contractor have been made for
payment of arrearages and prospective future fees.
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