015-20 - Inslee Best Doezie & Ryder, PS - ContractCITY OF PORTORCHARD PERSONAL SERVICES
AGREEMENT FOR LEGAL SERVICES
I. PARTIES
This Agreement is made as of this 12th day of December 2019 between the City of Port Orchard
("City") and Inslee, Best, Doezie & Ryder, P.S. ("Firm").
CITY OF PORT ORCHARD, WASHINGTON (hereinafter the "CITY")
216 Prospect Street
Port Orchard, Washington 98366
Contact: Mayor Robert Putaansuu Phone: 360.876.4407 Fax: 360.895.9029
And
Inslee, Best, Doezie & Ryder, P.S., a corporation, organized under the laws of the State
of Washington, doing business at:
Inslee, Best, Doezie & Ryder, P.S. (hereinafter the "FIRM")
10900 NE 4ch Street
Skyline Tower, Suite 1500
Bellevue, WA 98004
Contact: Charlotte A. Archer Phone: 425.450.4209 Fax: 425.635.7720
II. SERVICES PROVIDED
The Firm shall perform legal services as provided in this Agreement under the supervision and
direction of the Mayor or designee. Charlotte A. Archer will serve as the City Attorney and will
direct the services of the Firm consistent with this Agreement. The Firm will not substitute
other attorneys in providing services under this agreement without the permission of the City.
III. QUALITY OF SERVICES
The Firm shall perform all legal services in a capable and efficient manner, and in accordance
with the professional standards of the Washington State Bar Association.
IV. DESCRIPTION AND DELIVERY OF SERVICES
At the request or with the concurrence of the Mayor or designee, the Firm shall perform civil
legal services for the City, including but not limited to the following:
(1) Review or draft City ordinances, contracts, resolutions, interlocal agreements and
other legal documents;
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(2) Represent the City in lawsuits and contested administrative proceedings
commenced by or against the City;
(3) Consult with and advise the Mayor, City Council members, City staff members
and City consultants regarding legal matters relating to their respective duties for the City;
(4) Attend City Council meetings; and
(5) Perform such other duties and services as are necessary and appropriate in order
to provide the City with legal representation.
(6) Office hours on the Tuesday of each City Council Meeting (2"d and 4th Tuesdays
of the month), as needed. The City will provide workspace at City Hall for office hours.
When requesting legal services, the City shall state the services and the response date. The Firm
shall confirm receipt as soon as possible, with a goal of acknowledging the request for legal
services within one (1) business day of receiving the request. The confirmation shall identify the
assigned attorney, an estimate of the response date, and the mutually agreed upon deliverable(s).
The City may request the City Attorney to be available by cell phone, at times and in a manner
agreed upon by the Mayor and the City Attorney.
The parties acknowledge the Firm is subject to and bound by the Washington State Court Rules:
Rules of Professional Conduct (RPC"), including but not limited to RPC 1.7 Conflict of Interest:
Current Clients. The Firm shall follow said RPCs, including but not limited to, client
representation involving a concurrent conflict of interest as defined in RPC 1.7(a).
V. FEES AND COSTS
The legal services shall be billed at the hourly rates set forth on Exhibit A. The City shall
reimburse the Firm for all out-of-pocket expenses incurred on the City's behalf, including but not
limited to court fees, deposition costs, special mailing or courier, photocopying, long distance
telephone, facsimile, travel expenses, bridge tolls, and computerized legal research outside of the
Firm's base plan. The City will not reimburse for ferry fares. The Firm will not advance funds to
pay third party costs (e.g., expert witness fees), and invoices for those costs will be forwarded to
the City for payment.
The Firm will not charge the City for travel time or mileage costs incurred for three (3) trips, per
month, to and from City Hall. Travel time and mileage costs for additional trips and/or trips to
locations other than City Hall will be reimbursed at the hourly rates for the attorneys.
VI. PAYMENT TERMS; TIME RECORDS
The Firm will bill the City monthly for services and out-of-pocket expenses. The monthly
invoice will summarize the date and extent of legal services performed and the charge for such
services and will itemize the expenses. Fees and costs are due in full from the City upon billing
by the Firm. A service charge shall accrue at the rate of twelve percent (12%) per annum, but
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shall only be added to any balance remaining unpaid sixty (60) days after the invoice date.
VII. TERM
This Agreement shall be in effect from January 1, 2020 through December 31, 2022, with
automatic annual one-year renewals. Renewal beyond six (6) years will require City Council
reauthorization. At any time during the term of this Agreement, either party may terminate this
Agreement upon sixty (60) days written notice.
VIII. INSURANCE
The Firm shall procure and maintain for the duration of the Agreement, insurance against claims
for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by the Firm, its agents, representatives, or employees.
No Limitation
The Firm's maintenance of insurance as required by the Agreement shall not be construed to
limit the liability of the Firm to the coverage provided by such insurance, or otherwise limit the
City's recourse to any remedy available at law or in equity.
Minimum Scope of Insurance
The Firm shall obtain insurance of the types and coverage description below:
Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles.
Coverage shall be as least as broad as Insurance Services Office (ISO) form CA 00 01.
Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
Professional Liability insurance appropriate to the Firm's profession.
Minimum Amounts of Insurance
The Firm shall maintain the following insurance limits:
Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident.
Professional Liability insurance shall be written with limits no less than $4,000,000 per claims
and $4,000,000 policy aggregate limit.
Other Insurance Provision
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The Firm's Automobile Liability insurance policies are to contain, or be endorsed, to contain that
they shall be primary insurance as respect the City. Any insurance, self-insurance, or self -insured
pool coverage maintained by the City shall be excess of the Firm's insurance and shall not
contribute with it.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
Verification of Coverage
The Firm shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Firm before commencement of the work.
Notice of Cancellation
The Firm shall provide the City Entity with written notice of any policy cancellation within two
business days of their receipt of such notice.
IX. INDEMNIFICATION/HOLD HARMLESS
The Firm shall defend, indemnify and hold the City, its officers, officials, employees and
volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney
fees, arising out of or resulting from the acts, errors or omissions of the Firm in performance of
this Agreement, except for injuries and damages caused by the sole negligence of the City.
Should a court of competition jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Firm and the
City, its officers, officials, employees, and volunteers, the Firm's liability, including the duty and
cost to defend, hereunder shall be only to the extent of the Firm's negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes the
Firm's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of
this indemnification. This waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
X. ASSIGNING OR SUBCONTRACTING
The Firm shall not assign, transfer, subcontract or encumber any rights, duties, or interests
accruing from this Agreement without the express prior written consent of the City, which
consent may be withheld in the sole discretion of the City.
XI. DISCRIMINATION AND COMPLIANCE WITH LAWS
1. The Firm agrees not to discriminate against any employee or applicant for
employment or any other person in the performance of this Agreement because of race, creed,
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color, national origin, marital status, sex, age, disability, or other circumstance prohibited by
federal, state, or local law or ordinance, except for a bona fide occupational qualification.
2. Even though the Firm is an independent contractor with the authority to control
and direct the performance and details of the work authorized under this Agreement, the work
must meet the approval of the City and shall be subject to the City's general right of inspection to
secure the satisfactory completion thereof. The Firm agrees to comply with all federal, state and
municipal laws, rules and regulations that are now effective or become applicable within the
term(s) of this Agreement to the Firm's business, equipment and personnel engaged in operations
covered by this Agreement or accruing out of the performance of such operations.
The Firm shall obtain a City of Port Orchard business license.
4. Violation of this Paragraph XI shall be a material breach of this Agreement and
grounds for cancellation, termination, or suspension of the Agreement by the City, in whole or in
part, and may result in ineligibility for further work for the City.
XII. RELATIONSHIP OF PARTIES
The parties intend that an independent contractor -client relationship will be created by this
Agreement. As the Firm is customarily engaged in an independently established trade which
encompasses the specific service provided to the City hereunder, no agent, employee,
representative or sub -Firm of the Firm shall be or shall be deemed to be the employee, agent,
representative or sub -Firm of the City. In the performance of the work, the Firm is an
independent contractor with the ability to control and direct the performance and details of the
work, the City being interested only in the results obtained under this Agreement. None of the
benefits provided by the City to its employees, including but not limited to compensation,
insurance, and unemployment insurance, are available from the City to the employees, agents,
representatives or sub -Firms of the Firm. The Firm will be solely and entirely responsible for its
acts and for the acts of its agents, employees, representatives and sub -Firms during the
performance of this Agreement. The City may, during the term of this Agreement, engage other
independent contractors to perform the same or similar work that the Firm performs hereunder.
XIII. BOOK AND RECORDS
The Firm agrees to maintain books, records, and documents which sufficiently and
properly reflect all direct and indirect costs related to the performance of the Services and
maintain such accounting procedures and practices as may be deemed necessary by the City to
assure proper accounting of all funds paid pursuant to this Agreement. These records shall be
subject, at all reasonable times, to inspection, review, or audit by the City, its authorized
representative, the State Auditor, or other governmental officials authorized by law to monitor
this Agreement.
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Records preservation. The Firm understands that this Agreement is with a government agency
and thus all records created or used in the course of the Finn's work for the City are considered
"public records" and may be subject to disclosure under the Public Records Act, Chapter 42.56
RCW ("the Act"). Firm agrees to safeguard and preserve records in accordance with the Act. If
the City receives a public records request and asks the Firm to search its files for responsive
records, the Firm agrees to make a prompt and thorough search through his files for responsive
records and to promptly turn over any responsive records to the City's public records officer.
XV. NOTICE
Any notices required to be given by the City to the Firm or by the Firm to the City shall be in
writing and delivered to the parties at the following addresses:
Robert Putaansuu
Mayor
216 Prospect Street
Port Orchard, WA 98366
Phone: 360.876.4407
Fax: 360.895.9029
Inslee, Best, Doezie & Ryder, P.S.
Charlotte A. Archer
10900 NE 41" Street
Skyline Tower, Suite 1500
Bellevue, WA 98004
Phone: 425.450.4209
Fax: 425.635.7720
XVI. RESOLUTION OF DISPUTES AND GOVERNING LAW
1. Should any dispute, misunderstanding or conflict arise as to the terms and
conditions contained in this Agreement, the matter shall first be referred to the Mayor, who shall
determine the term or provision's true intent or meaning. The Mayor shall also decide all
questions which may arise between the parties relative to the actual services provided or to the
sufficiency of the performance hereunder.
2. If any dispute arises between the City and the Firm under any of the provisions of
this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or
if the Firm does not agree with the Mayor's decision on a disputed matter, jurisdiction of any
resulting litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington.
3. This Agreement shall be governed by and construed in accordance with the laws
of the State of Washington. In any suit or action instituted to enforce any right granted in this
Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements,
and reasonable attorneys' fees from the other party.
XVII. GENERAL PROVISIONS
1. Non -waiver of Breach. The failure of either party to insist upon strict
performance of any of the covenants and agreements contained herein, or to exercise any option
herein contained in one or more instances, shall not be construed to be a waiver or
relinquishment of said covenants, agreements, or options, and the same shall be in full force and
effect.
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2. Modification. No waiver, alteration, modification of any of the provisions of this
Agreement shall be binding unless in writing and signed by a duly authorized representative of
the City and the Firm.
3. Severability. The provisions of this Agreement are declared to be severable. If
any provision of this Agreement is for any reason held by a court of competent jurisdiction to be
invalid or unconstitutional, such invalidity or unconstitutionality shall not affect the validity or
constitutionality of any other provision.
4. Entire Agreement. The written provisions of this Agreement, together with any
Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other
representative of the City, and such statements shall not be effective or be construed as entering
into or forming a part of or altering in any manner whatsoever, the Agreement or the Agreement
documents. The entire agreement between the parties with respect to the subject matter
hereunder is contained in this Agreement and the Exhibits attached hereto, which may or may
not have been dated prior to the execution of this Agreement. All of the above documents are
hereby made a part of this Agreement and form the Agreement document as fully as if the same
were set forth herein. Should any language in any of the Exhibits to this Agreement conflict with
any language contained in this Agreement, then this Agreement shall prevail.
CITY OF PORT ORCHARD
By DJ:�,�
Robert Putaansuu, Mavor
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By:
Brandy Rinearson, City Clerk
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INSLEE, BEST, DOEZIE & RYDER, P.S.
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Charlotte A. Archer. Attorney
By T-Le�
Dawn Reitan, Shareholder
Exhibit A
INSLEE, BEST, DOEZIE & RYDER, P.S.
2019 through 2021 Attorney Billing Rates*
Municipal Attorneys
Hourly Rates`
Charlotte Archer
$240 / $265
Curtis Chambers
$240 / $265
Rosemary Larson, Dawn Reitan, and
$325
Eric Frimodt
Paralegals and law clerks
Regular Firm rates or special
municipal rates if applicable,
adjusted annually. These rates
shall not exceed the lowest
Municipal Group Associate rate.
Other Firm partners (if approved
10% Less than regular Firm
in advance by Mayor)
rates, rounded to next lowest $5
increment, adjusted annually.
* The City will be charged at the $240 per hour rate for the first forty (40) hours of work per month for
work performed by Charlotte Archer and Curtis Chambers. Otherwise, the above rates will apply.
*The Firm's Attorney Billing Rates are subject to change on January 1, 2022, based on the mutual
consent of the Mayor and Firm.
*The Firm will provide updated rate sheets annually for paralegals and law clerks as well as for all
professionals not specifically listed in Exhibit A.
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