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HomeMy WebLinkAbout4920Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 4920 LAW OFFICES OF KENNETH W. BAGWELL Legal Services Legal LEG 12-1 07/O1/2010 06/30/2011 06/Ol/2011 Comments : PROFESSIONAL SERVICES AGItEEMENT The City of Bremerton ("City") and Law Offices of Kenneth W. Bagwell ("Retained Counsel"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: A. Retained Counsel will represent the City of Bremerton on an as needed basis in matters related to municipal government services as directed by the City Attorney. Retained Counsel's primary role is work on general municipal and transactional work as well as providing support for prosecution. City shall provide the use of City facilities and personnel for administrative support for City related representation. B. It is acknowledged by the Parties that the services contemplated herein are based on Retained Counsel providing services equivalent to 50% of a full time employee, however, it is further acknowledged that such is only a benchmark and that Retained counsel may in fact provide less or more services based on the need. It is further acknowledged that any significant deviation from this benchmark may warrant a renegotiation of terms to the mutual satisfaction of both Parties. II. Term: This Agreement commences on July 1, 2010, and terminates on June 30, 2011. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Retained Counsel a fixed retainer for all legal services provided in a total amount not to exceed Six Thousand Two Hundred Fifty Dollars and No Cents ($6,250.00) per month on or before the fifteenth of each month. City shall pay reasonable costs and expenses related to services rendered by Retained Counsel under this Agreement including but not limited to copy fees, postage, phone expenses, court reporter fees, witness fees and mileage for out of county travel. Payment will be made within thirty (30) days of billing. IV. Insurance and Hold Harmless: Retained Counsel shall provide Certificates of Insurance to the City's Risk Manager verifying the following coverage: a professional liability policy ("E&O") providing coverage of One Million Dollars ($1,000,000) for errors and omissions committed by Retained Counsel while performing its obligations under this Agreement. The policy shall remain in full force and effect, and provide coverage for the full term of this Agreement. Insurer shall provide the Risk Manager with thirty (30) days' written notice of any cancellation or change of coverage of the policy. Retained Counsel shall be solely responsible for the acts and failures to act of its personnel, which arise in any way out of performance of this Agreement. Retained Counsel agrees to defend, indemnify, and hold harmless the City and its officials and employees from and against all liability, loss, damages, and expenses, including costs and attorneys' fees, resulting from actions, claims, and lawsuits arising or alleged to have arisen, in whole or in part, out of or in consequence of the acts or failures to act of Retained Counsel, its employees, its subcontractors, its agents, or its assigns in the performance of this Agreement. The City and Retained Counsel have specifically 1 V. VI. VII. negotiated Retained Counsel's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes of Retained Counsel's indemnification and hold haxmless of the City, including the duty to defend. This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found to arise solely from the acts or failures to act of the City. Termination: The Parties agree that this Agreement will continue in full force and effect until terminated. Either party may terminate this Agreement at any time, with or without cause upon 30 days written notice to the other party. General Conditions: A. Reports and Information: When requested by the City Attorney or a Bremerton Assistant Attorney, Retained Counsel shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. B. Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. C. Severability: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. ID. Modification: This Agreement may only be modified by written instrument signed by both Parties. �. Notices: Notices shall be in writing and delivered to the following addresses: CITY: Roger A. Lubovich, City Attorney City of Bremerton 345 Sixth Street, Suite 600 Bremerton, WA 98337 RETAINED COUNSEL: Kenneth W. Bagwell Law Offices of Kenneth W. Bagwell P.O. Box 786 Bremerton, WA 98337 F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed a waiver of any other right or power. G. Compliance with Laws: Retained Counsel shall comply with all applicable Federal, State and local laws in performing its obligations under this Agreement. gI. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. I. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorneys' fees. Nondiscrimination: Retained Counsel shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status, or disability, except for employment actions based on bona fide occupational qualification. �a CITY OF BREMERTON B : Roger A. Lubovich Its: City Att �ney Date: APPROVED AS TO FORM: ger A. Lubovich, Cit ttorney LAW OFF . LL : Kenneth . Bagwell Date: � �' � � REC NED FOR FILING: /� � Carol Etg ; ity Cler R:\Legal\Legal\Contracts\LEGAL�2010 Kenneth W. Bagwell.doc