HomeMy WebLinkAboutEglick Kiker Whited PLLC AG-C-257
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-257
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and Eglick Kiker Whited, PLLC, whose address is 2025 1 st Ave Ste 450,
Seattle WA 98121, hereinafter referred to as "CONTRACT ATTORNEY."
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
The CONTRACT ATTORNEY shall provide to the CITY legal advice and
representation concerning the Cascade Water Alliance and Puget Sound Energy's
proposed use of Lake Tapps as a water supply source, including litigation in Superior
Court, before the Pollution Control Hearings Board, and related advice and
representation in other forums as may arise. The CONTRACT ATTORNEY shall keep
the CITY informed of progress and developments, respond to the CITY'S inquiries, and
provide to the City copies of documents and correspondence bearing on the case. The
CONTRACT ATTORNEY does not guarantee the outcome of this matter.
The CITY shall fully and accurately disclose all facts and documents that may be
relevant to the matter as requested by the CONTRACT ATTORNEY. The CITY shall
make staff reasonably available to attend meetings, discovery proceedings and
conferences, hearings, and other proceedings.
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November 2, 2005
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2. TERM.
The CONTRACT ATTORNEY shall not begin any work under this Agreement
until authorized in writing by the CITY. All work under this Agreement shall be
completed by December 31, 2005.
The established completion time shall not be extended because of any delays
attributable to the CONTRACT ATTORNEY, but may be extended by the CITY in the
event of a delay attributable to the CITY, or because of unavoidable delays caused by
an act of GOD or governmental actions or other conditions beyond the control of the
CONTRACT ATTORNEY. A prior supplemental Agreement issued by the CITY is
required to extend the established completion time.
3. COMPENSATION.
The CONTRACT ATTORNEY shall be compensated for the work rendered
under the approved Scope of Work on a time and material basis, not to exceed
$40,000. Hourly rates shall be as identified in Exhibit A, which is attached hereto and
by this reference made a part of this agreement. The CONTRACT ATTORNEY shall
not undertake any work or otherwise financially obligate the CITY in excess of said not-
to-exceed amount without a duly authorized Amendment issued by the City. Such
payment shall be full compensation for work performed or services rendered for all
labor, materials, supplies, equipment, and incidentals necessary to complete the work.
The CONTRACT ATTORNEY shall submit an itemized invoice to the CITY prior to
payment, in a form similar to that as shown in Exhibit B, which is attached hereto and
by this reference made a part of this Agreement.
The CONTRACT ATTORNEY shall be paid by the CITY for direct non-salary
cost, per attached Exhibit A. The billing for non-salary cost, directly identifiable with the
project, shall be submitted as an itemized listing of charges supported by copies of the
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original bills, invoices, expense accounts, and miscellaneous supporting data retained
by the CONTRACT ATTORNEY. Copies of the original supporting documents shall be
supplied to the City upon request. All above charges must be necessary for the
services provided under this Agreement.
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services. It is further acknowledged that the specific contract amount does not
include charges by expert witnesses and other consultants who may be retained to
participate in these matters and who will be subject to separate contracts approved by
the CITY.
4. RESPONSIBILITY OF CONTRACT ATTORNEY.
The CONTRACT ATTORNEY shall be responsible for the professional quality,
technical accuracy, timely completion and the coordination of all studies, analysis,
designs, drawings, specifications, reports and other services performed by the
CONTRACT ATTORNEY under this Agreement. The CONTRACT ATTORNEY shall,
without additional compensation, correct or revise any errors, omissions or other
deficiencies in its plans, designs, drawings, specifications, reports and other services
required. The CONTRACT ATTORNEY shall perform its services to conform to
generally-accepted professional legal standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONTRACT ATTORNEY of responsibility for the technical accuracy and adequacy of
its services. Except as otherwise provided herein, neither the CITY'S review, approval
or acceptance of, nor payment for, any of the services shall be construed to operate as
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November 2, 2005
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a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
5. INDEMNIFICA TION/HOLD HARMLESS.
The CONTRACT ATTORNEY shall indemnify and hold the CITY and its officers
and employees harmless from and shall process and defend at its own expense all
claims, demands, or suits at law or equity arising in whole or in part from the
CONTRACT ATTORNEY'S negligence or breach of any of its obligations under this
Agreement; provided that nothing herein shall require the CONTRACT ATTORNEY to
indemnify the CITY against and hold harmless the CITY from claims, demands or suits
based solely upon the conduct of the CITY, their agents, officers and employees and
provided further that if the claims or suits are caused by or result from the concurrent
negligence of (a) the CONTRACT ATTORNEY'S agents or employees and (b) the
CITY, their agents, officers and employees, this indemnity provision with respect to (1)
claims or suits based upon such negligence, (2) the costs to the CITY of defending
such claims and suits, etc. shall be valid and enforceable only to the extent of the
CONTRACT ATTORNEY'S negligence or the negligence of the CONTRACT
ATTORNEY'S agents or employees. The provisions of this section shall survive the
expiration or termination of this Agreement.
6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONTRACT ATTORNEY is an
independent contractor and not the agent or employee of the CITY and that no liability
shall attach to the CITY by reason of entering into this Agreement except as otherwise
provided herein. The parties agree that this Agreement may not be assigned in whole
or in part without the written consent of the CITY.
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November 2, 2005
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7. INSURANCE.
CONTRACT ATTORNEY shall procure and maintain for the duration of this
Agreement, commercial general liability insurance against claims for injuries to persons
or damage to property which may arise from or in conjunction with services provided to
the CITY by the CONTRACT ATTORNEY, its agents, employees or subcontractors,
under this Agreement. The CONTRACT ATTORNEY agrees to provide commercial
general liability insurance and shall maintain liability limits of no less then ONE
MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS
($1,000,000) general aggregate. The CONTRACT ATTORNEY shall also provide and
maintain professional liability coverage in the minimum liability limits of ONE MILLION
DOLLARS ($1,000,000) per claim and TWO MILLION DOLLARS ($2,000,000)
aggregate.
Any insurance or self insurance maintained by the CITY, its officials, employees
or agents shall be excess to the CONTRACT ATTORNEY'S insurance and shall not
contribute with it. No insurance policy required by this section of the Agreement shall
be suspended, voided, or canceled except when thirty (30) days prior written notice has
been given to the CITY by certified mail return receipt requested. All insurance shall be
obtained from an insurance company authorized to do business in the State of
Washington. The CONTRACT ATTORNEY agrees to provide copies of the certificates
of insurance to the CITY specifying the coverage required by this section. The CITY
reserves the right to require that complete, certified copies of all required insurance
policies be submitted to the CITY at any time.
8. NONDISCRIMINATION.
The CONTRACT ATTORNEY may not discriminate regarding any services or
activities to which this Agreement may apply directly or through contractual, hiring, or
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November 2, 2005
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other arrangements on the grounds of race, color, creed, religion, national origin, sex,
age, or where there is the presence of any sensory, mental or physical handicap.
9. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONTRACT ATTORNEY agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONTRACT ATTORNEY may have
accumulated, prepared or obtained as part of providing services under the terms of this
Agreement by the CONTRACT ATTORNEY, shall belong to and shall remain the
property of the CITY OF AUBURN. In addition, the CONTRACT ATTORNEY agrees to
maintain all books and records relating to its operation and concerning this Agreement
for a period of six (6) years following the date that this Agreement is expired or
otherwise terminated. The CONTRACT ATTORNEY further agrees that the CITY may
inspect any and all documents held by the CONTRACT ATTORNEY and relating to this
Agreement upon good cause at any reasonable time within the six (6) year period. The
CONTRACT ATTORNEY also agrees to provide to the CITY, at the CITY'S request, the
originals of all drawings, documents, and items specified in this Section and information
compiled in providing services to the CITY under the terms of this Agreement.
10. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
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(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause
or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this proposal.
11. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONTRACT ATTORNEY, the CONTRACT ATTORNEY
shall be paid by the CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONTRACT ATTORNEY shall (1) promptly discontinue all services affected as directed
by the written notice, and (2) deliver to the CITY all data, drawings, specifications,
reports, estimates, summaries, and such other information and materials as the
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November 2, 2005
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CONTRACT ATTORNEY may have accumulated, prepared or obtained in performing
this Agreement, whether completed or in process.
12. GENERAL PROVISIONS.
12.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
12.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County, Washington.
Pending final decision of a dispute hereunder, the CONTRACT ATTORNEY and the
CITY shall proceed diligently with the performance of the services and obligations
herein.
12.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONTRACT ATTORNEY agrees that, notwithstanding
such dispute or conflict, the CONTRACT ATTORNEY shall continue to make a good
faith effort to cooperate and continue work toward successful completion of assigned
duties and responsibilities.
12.4. The CITY and the CONTRACT ATTORNEY respectively bind themselves,
their partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
12.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONTRACT ATTORNEY and supersedes all prior negotiations,
representations or agreements either oral or written. This Agreement may be amended
only by written instrument signed by both the CITY and the CONTRACT ATTORNEY.
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November 2, 2005
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12.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party.
12.7. The CONTRACT ATTORNEY agrees to comply with all local, state and
federal laws applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by Peter Eglick, on behalf of the
CONTRACT ATTORNEY, and by the Mayor of the CITY, or designee, on behalf of the
CITY. Any written notices required by the terms of this Agreement shall be served on
or mailed to the following addresses:
City of Auburn Eglick Kiker Whited
Attn: Dan Heid, City Attorney Attn: Peter J. Eglick, Attorney
25 W Main Street 2025 1 st Ave Ste 450
Auburn WA 98001 Seattle WA 98121
Phone: 253.931.3054 Phone: 206.441.1069
Fax: 253.931.4007 Fax: 206.441.1089
E-mail: dheid@auburnwa.gov E-mail: eglick@ekwlaw.com
12.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 12.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
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Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
12.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
(~~
Peter B Lewis, Mayor
NOV 1 0 2005
....
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~
)
Date
ATTEST:
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Dametle E. Daskam, City Clerk
Title:
Federal Tax 10 #:
Agreement for Professional Services AG-C-257
November 2, 2005
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EXHIBIT A
FEE SCHEDULE
CHARGES: Charges for employees are determined by the hourly rates listed below and
include all costs for direct salary, overhead and profit. Charges for reimbursable direct non-
salary expenses are specified below.
labor Category Hourly Rate labor Category Hourly Rate
Peter Eglick, Attorney $225.00 Rachel Bright, Paralegal $75.00
Josh Wh ited $185.00
Personnel Labor Rates
E R t
xpense a es
Expense Category Billing Rate
Mileage $0.485/mile
Outside Services or Subcontractors Cost
Outside Copies, Materials and Supplies Cost
Filing Fees Cost
Delivery/Messenger Services Cost
Long Distance Telephone Charges Cost
Exhibit A
Agreement No. AG-C-257
Page 1 of 1
EXHIBIT B
CONTRACT ATTORNEY INVOICES
CONTRACT ATTORNEY invoices should contain the following information:
. On CONTRACT ATTORNEY letterhead.
· A cover letter stating the status of each task. This should include items completed, percent
completed during the billing period and completion along with funding status.
· Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
. Invoice date.
. Period of time invoice covers.
. CONTRACT ATTORNEY Agreement # (i.e.: AG-C-115).
. Project number(s) listed (i.e.: PR562).
. City's project manager listed: City Attorney
. The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (i.e.: design,
right-of-way, or construction) or task order number.
. Previous and remaining base contract amounts left in total contract - total authorized amount
(bottom line figure). Add amendments to this base contract amount for total authorized amount.
. Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an amendment in
place.
. For grant/special funded projects there might be other special information needed, reference the
LAG manual.
Exhibit B
Agreement No. AG-C-257
Page 1 of 2
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Scott Nutter (Project Engineer)
Agency Agreement #: AG-C-010
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February 10, 2002
Project Name: Thomas Nelson Farm
Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel Hours Hourlv Rate Amount
Mike Jones, PrinciDal in Charae 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 360.00
Joe Smith, Word Processina 10 $ 48.00 $ 480.00
CONTRACT ATTORNEY Personnel $ 965.00
Subtotal
Expenses (see attached documentation) Charaes Multiplier Amount
Mileaae ($0.405/mile) 20 miles x1.1 $ 8.91
Communications $ 30.00 x1.1 $ 33.00
Printina $ 29.00 x1.1 $ 31.90
CONTRACT ATTORNEY Expenses $ 73.81
Subtotal
CONTRACT ATTORNEY Total:
$ 1,038.81
SUB CONTRACT ATTORNEYS (see attached documentation)
SubCONTRACT ATTORNEY Hours Hourlv Rate Amount
ABC Environmental, Inc., Civil Enaineer 10 $ 100.00 $ 1,000.00
Electrical Consulting, Electrical Enaineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical Enaineer 10 $ 100.00 MRF 1,000.00
Moving Company, Moving CONTRACT 2 $ 50.00 100.00
ATTORNEY
SubCONTRACT ATTORNEY Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
SubCONTRACT ATTORNEY Total:
$ 2,860.00
TOTAL DUE THIS INVOICE $ 3,898.81
..._______.._.._.._n____u_.._h_n____..____.._..______________._.._______U_"_'.____n_n_"_h_"_______"_"_"_n_______..__._.._u-"----"_"_n_"_'__"_"_______'__"_h_.._n_u_.._.._.._
"'-"-"-"-"--'-'--"_"_0._.._..-..-..-..----..-.-_.._.._.._.._..__._.._.._.._.__.._.._.__.._.._.._.._.._.._..__._.._..____.._.._.._.._..__._.._.._____._.._.._.._..____.._.._..________._.._.._.._
CONTRACT BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized Prior Invoiced This Invoice To Date Exoended Com Dieted Remainina
Original
Contract $ 22,000.00 $ 1,025.00 $ 2,898.81 $ 3,923.81 17.8% 25% $ 18,076.19
MRF* 2,500.00 0.00 1,000.00 1,000.00 40% 45% 1,500.00
TOTAL $ 24,500.00 $ 1,025.00 $ 3,898.81 $ 4,923.81 $ 19,576.19
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Exhibit B
Agreement No. AG-C-257
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