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HomeMy WebLinkAbout6166PROFESSIONAL SERVICES AGREEMENT The City of Bremerton ("City") and Law Offices of Foster Garvey ("Retained Counsel"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: Retained Counsel will represent the City of Bremerton on an as needed basis in matters related to municipal government services and transactional work as directed by the City Attorney. II. Term: This Agreement commences upon execution by the Parties and shall continue in full force and effect until terminated pursuant to Section V of this Agreement III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Retained Counsel an hourly rate for services as follows $595.00 per hour for Lori A. Terry for legal services provided to the City relating to the Clear Water Act and wastewater/stormwater discharge permit claims and potential lawsuit and $350.00 to $450.00 per hour for other attorneys employed with Retained Counsel for all legal services provided. Out of pocket expenses will be reimbursed in accordance with Retained Counsel s standard billing practices. The Parties agree that the hourly rates for services stated herein may, from time to time, and upon approval by the City Attorney, be adjusted to reflect current market rates and conditions. IV. Insurance and Hold Harmless: Retained Counsel shall provide Certificates of Insurance to the City's Risk Manager verifying the following coverages 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 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 harmless of the City, including the duty to defend This provision shall be inapplicable to the extent such action, claim, of lawsuit is judicially found to arise solely from the acts or failures to act of the City. V. 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. 1 VI. 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 - Prior Agreements Replaced: This Agreement constitutes the entire agreement between the Parties. The Parties acknowledge that this Agreement replaces all prior agreements and 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. D. Modification: This Agreement may only be modified by written instrument signed by both Parties. E. Notices: Notices shall be in writing and delivered to the following addresses: CITY: RETAINED COUNSEL: Roger A. Lubovich, City Attorney City of Bremerton 345 Sixth Street, Suite 100 Bremerton, WA 98337 Lori A. Terry Foster Garvey 1111 Third Avenue Seattle WA 98101 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. H. 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. VII. 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. [SIGNATURES ON NEXT PAGE] 2 CITY OF BREMERTON By: Roger A. Lubovich By: Lori A. Te Its: City Attorney Date: (° /Z 2 (o z c, Date: 10/19/2020 RECEIVED FOR FILING: Angela" oover, City Clerk FOSTER GARVEY 4. R\Legal\Legal\Contracts\LEGAL\2020 Foster Garvey Agreement.docx ALAS Attorneys LiabiLity Assurance Society December 27,2019 Foster Garvey P.C. 1111 Third Avenue Suite 3000 Seattle,WA 98 101-3299 To Whom It May Concern: CONFIRMATION OF INSURANCE We hereby confirm that Foster Garvey P.C.has Professional Liability Coverage under Policy ALA#1209 with an annual limit of $50,000,000 per claim and $100,000,000 in the aggregate with the right,under stated conditions,to purchase extended reporting rights upon termination of such Policy by ALAS. The self-insured retention under such Policy is $500,000 each claim up to an aggregate of $1,000,000 and $100,000 each claim thereafter. The Policy effective date is from January 1,2020 to January 1,2021. Such Policy is subject to the terms,conditions,limitations and exclusions stated therein. ATTORNEYS’LIABILITY ASSURANCE SOCIETY LTD., A RISK RETENTION GROUP By:________________________Date:_____________ Nanc J.I\%ontroy Vice President —Director of Underwriting 311 S.Wacker Drive,Suite 5700 chicago,IL 60606-6629 te~312.697.6900 ~ax 312.697.6901