HomeMy WebLinkAboutCAG2024-433 - Original - Hugh Spitzer - Legal Services - Election - 9/1/24 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
T. Reyes-Selden for T. White Law
Date Sent: Date Required:
c 09/10/2024 N/A
CL Director or Designee to Sign. Date of Council Approval:
Q N/A
Budget Account Number: Grant?[:]YesZNo
Budget?W]Yes:No Type: N/A
Vendor Name: Category:
Hugh Spitzer Contract
Vendor Number: Sub-Category:
= 1583578 Original
0
Project Name: Legal Services - Engagement Letter
E
C Project Details:Retention of Hugh Spitzer to provide legal advice and counsel relating to municipal
C law, initiatives, and state laws applicable to city council elections in code cities.
C
d
40 Agreement Amount: N/A Basis for Selection of Contractor: Direct Negotiation
`Memo to Mayor must be attached
Start Date: 9/1/2024 Termination Date:
Im
Q Local Business?F_1YesP'1No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace.
Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
F1YesF]No CAG2024-433
Comments:
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Date Routed to the City Clerk's Office: 9/10/24 Interlocal Agreement has been uploaded to website:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
AGREEMENT FOR LEGAL SERVICES
THIS AGREEMENT is made and entered into as of the first day of September,
2024, by and between the CITY OF KENT, acting by and through its City Attorney,
hereinafter referred to as the "City," and Hugh Spitzer, hereinafter referred to as the
"Consultant."
WHEREAS the City has need of legal advice and counsel relating to municipal law,
including the initiatives and state laws applicable to city council elections in code cities,
and
WHEREAS the Consultant has expertise in this practice area;
NOW, THEREFORE, it is hereby agreed as follows:
1. Legal Services
A. The Consultant agrees to provide legal advice and counsel relating to municipal
law, initiatives, and state laws applicable to city council elections in code cities. The
effective date of this agreement is September 1, 2024. The Consultant will use its best
efforts to expedite the City's legal matters promptly and efficiently according to the highest
legal and ethical standards.
B. Changes To Scope of Legal Services. The City shall have the right to make
changes to the general scope of legal services and/or deliverables upon execution, in
writing, of a change order or amendment hereto.
2. Fees
The City shall pay the Consultant, as sole compensation for the services
performed under this Agreement, such sums of money as are arrived at by computing the
actual number of hours expended in the performance of this Agreement and multiplying
such total hours by the rate of $400. Expenses for copying will be billed at an amount no
more than $0.15 per page. Approved expert fees will be billed at the relevant expert's
rate. Other expenses will be billed at cost. The maximum compensation associated with
this Agreement shall not exceed $25,000 without further prior authorization by the City.
3. Billing Procedures
A. Billings should be submitted on a monthly basis. The City will be charged for
services rendered on an hourly basis, and billings will be reflected in increments of one-
tenth of an hour. Each billing statement should set forth for each date services were
performed:
(1) A brief summary of the services provided;
(2) The number of hours, or fractions of hours, spent by each provider;
Spitzer Agreement for Legal Services 2024 - 1
(3) The hourly rates of each of the providers; and
(4) Expenses and disbursements in detail.
B. Billings from experts or consultants retained by the Consultant should be
provided in substantially similar format as outlined above.
C. The Consultant has been retained because of its expertise. The City should
not be billed for basic general legal or technical research without advance City approval.
The City should not be billed for time spent in preparing or reviewing the Consultant's
billings to the City or in internal firm quality control procedures.
D. The Consultant will keep the City fully informed of time used for conferences,
telephone calls, drafting documents, research, court time, and necessary travel time.
E. Payment shall not be made until the City is fully satisfied with the services
performed for the previous month. Payment shall be made through the City's ordinary
payment process, and shall be considered timely if made within 30 days of receipt of a
properly completed invoice.
F. All payments shall be subject to adjustment for any amounts, upon audit or
otherwise, determined to have been improperly invoiced. In no event shall the total of the
City's payment pursuant to this Agreement exceed the amount set forth above.
4. Interaction with City
A. The Consultant will keep the City well informed of all matters it handles on the
City's behalf. The Consultant shall send the City copies of all material papers coming in
or going out of its office to or from third parties. The Consultant, at such times and in
such form as the City may require, shall furnish the City with periodic reports pertaining to
the work and services undertaken pursuant to this Agreement. The City's files at the
Consultant and its progress shall be open to the City for inspection at any time.
B. The City Attorney's Office should be given advance notice of any significant
decisions in order to be able to participate fully in making such decisions.
C. Any extensive legal research proposed by Consultant should be discussed in
advance with the City Attorney's Office.
5. Independent Contractor Status
A. The services and deliverables shall be furnished by the Consultant as an
independent contractor, and nothing herein contained shall be construed to create a
relationship of employer/employee or master/servant. No payroll or employment taxes of
any kind shall be withheld or paid by the City with respect to payments to Consultant.
The payroll or employment taxes that are the subject of this paragraph include, but are
not limited to, FICA, FUTA, federal income tax, state personal income tax, state disability
insurance tax, and state unemployment insurance tax. By reason of Consultant's status
Spitzer Agreement for Legal Services 2024 - 2
as an independent contractor hereunder, no workers' compensation insurance has been
or will be obtained by the City on account of Consultant. The Consultant may be required
to provide the City proof of payment of these said taxes and benefits. If the City is
assessed or deemed liable in any manner for those charges or taxes, the Consultant
agrees to indemnify the City for those costs.
B. The Consultant shall provide, at its sole expense, all materials, office space,
and other necessities to perform its duties under this Agreement, unless otherwise
specified in writing herein.
6. Professional Services Warranty
A. In the performance of services under this Agreement, the Consultant and its
employees agree to exercise the degree of skill and care required by customarily
accepted good practices and procedures followed by attorneys rendering the same or
similar type of service. All obligations and services of the Consultant hereunder shall be
performed diligently and completely according to such professional standards.
B. If the Consultant intends to rely on information or data supplied by the City,
other City contractors or other generally reputable sources without independent
verification, such intent shall be brought to the attention of the City.
7. Notices
Except for routine operational communications, which may be delivered personally
or transmitted by electronic mail or facsimile, all notices required hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or mailed
first-class mail, postage prepaid, to the parties at the following addresses:
CITY Hugh D. Spitzer
Tammy White, City Attorney Hugh D. Spitzer
220 Fourth Ave. So. 5604 16t" Ave NE
Kent, WA 98032 Seattle, WA 98105
Phone: 253 253-856-5774 Phone: 206-790-1996
twhite@kentwa.gov spitzerhd@gmail.com
8. Termination and Suspension
A. Either party may terminate this Agreement at any time, with or without cause,
by giving ten (10) days' written notice to the Consultant. In the event of termination, all
finished and unfinished work prepared by the Consultant pursuant to this Agreement shall
be provided to the City, and the City shall pay the Consultant the amount due for actual
work and services performed up to the effective date of termination.
B. Termination or suspension of this Agreement by the City shall not constitute a
waiver of any claims or remaining rights the City may have against Consultant relative to
performance hereunder.
Spitzer Agreement for Legal Services 2024 - 3
9. Taxes, Licenses and Permits
The Consultant acknowledges that it is responsible for the payment of all charges
and taxes applicable to the services performed under this Agreement, and the Consultant
agrees to comply with all applicable laws regarding the reporting of income, maintenance
of records, and all other requirements and obligations imposed pursuant to applicable
law.
10. Indemnification
A. The Consultant shall indemnify the City, its officials, officers, agents,
employees, and volunteers, from any and all claims, demands, damages, lawsuits,
liabilities, losses, liens, expenses and costs arising out of or relating to this Agreement;
provided that this provision shall not apply to the extent that damage or injury results from
the fault of the City, or its officers, agents, or employees. The term "fault," as used herein,
shall have the same meaning as set forth in RCW 4.22.015, as that statute may hereafter
be amended.
B. The Consultant specifically assumes potential liability for actions brought by the
Consultant's own employees against the City and, solely for the purpose of this
indemnification, the Consultant specifically waives any immunity under the state industrial
insurance law, Title 51 RCW. THE CONSULTANT RECOGNIZES THAT THIS WAIVER
WAS THE SUBJECT OF MUTUAL NEGOTIATION.
11. Nondiscrimination
The Consultant agrees to take all steps necessary to comply with all federal, state,
and City laws and policies regarding non-discrimination and equal employment
opportunities. The Consultant shall not discriminate in any employment action because of
race, religion, color, national origin or ancestry, sex, gender identity, sexual orientation,
age, marital status, familial status, or the presence of any sensory, mental or physical
handicap. In the event of non-compliance by the Consultant with any of the non-
discrimination provisions of this Agreement, the City shall be deemed to have cause to
terminate this Agreement, in whole or in part.
12. Conflict of Interest
No officer, employee or agent of the City, nor any member of the immediate family
of any such officer, employee or agent as defined by City ordinance, shall have any
personal financial interest, direct or indirect, in this Agreement. In addition to Rules of
Professional Conduct 1.7, the Consultant shall comply with all federal, state, and City
conflict of interest laws, statutes and regulations.
Spitzer Agreement for Legal Services 2024 - 4
13. Public Disclosure
This Agreement and documents provided to the City by the Consultant hereunder
may be subject to disclosure under the Washington State Public Records Act, Chapter
42.56 RCW (Public Records Act). Thus, the City may be required, upon request, to
disclose this Agreement and documents related to it unless an exemption under the
Public Records Act or other laws applies.
14. Dispute Resolution
In the event of a dispute pertaining to this Agreement, the parties agree to attempt
to negotiate in good faith an acceptable resolution. If a resolution cannot be negotiated,
the exclusive means of resolving that dispute shall only be by filing suit exclusively under
the venue, rules and jurisdiction of the King County Superior Court, King County,
Washington, unless the parties agree in writing to an alternative dispute resolution
process. In any claim or lawsuit for damages arising from the parties' performance of
this Agreement, each party shall pay its legal costs and attorney's fees incurred in
defending or bringing such claim or lawsuit, including all appeals, in addition to any other
recovery or award provided by law; provided, however, nothing in this paragraph shall be
construed to limit the City's right to indemnification under Section 10 of this Agreement.
This provision does not limit the City's right to terminate authorized by this Agreement.
15. Miscellaneous Provisions
A. Governing Law and Venue. Washington law shall govern the interpretation of
this Agreement. King County shall be the venue of any mediation, arbitration or litigation
arising out of this Agreement.
B. Assignment. The Consultant shall not assign, subcontract, delegate, or transfer
any obligation, interest or claim to or under this Agreement or for any of the compensation
due hereunder without the prior written consent of the City.
C. No Third Party Beneficiaries. This Agreement shall be for the sole benefit of
the parties hereto, and nothing contained herein shall create a contractual relationship
with, or create a cause of action in favor of, a third party against either party hereto.
D. Waiver. A waiver or failure by either party to enforce any provision of this
Agreement shall not be construed as a continuing waiver of such provisions, nor shall the
same constitute a waiver of any other provision of this Agreement.
E. Severability and Survival. If any term, 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 Agreement, 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.
Spitzer Agreement for Legal Services 2024 - 5
F. Entire Agreement. This Agreement contains the entire agreement between the
parties as to the services to be rendered hereunder. All previous and contemporaneous
agreements, representations or promises and conditions relating to the subject matter of
this Agreement are superseded hereby. The Parties hereto mutually acknowledge,
understand and agree that the terms and conditions set forth herein shall control and
prevail over any conflicting terms and conditions stated in any attachments hereto.
G. Modification. No modification or amendment of this Agreement shall be
effective unless set forth in writing and signed by the Parties.
H. Authority to enter into this Agreement. The undersigned Consultant
representative, by his signature below, represents and warrants that he is duly authorized
to execute this legally binding Agreement for and on behalf of the Consultant.
IN WITNESS WHEREOF the parties hereto have executed this agreement as of
the day and year first written above.
CITY OF KENT
_
a L
By. l
m y hit City Attorney Hugh D. Spitzer, Attorney
Tax ID or SSN# 545-74-4265
Spitzer Agreement for Legal Services 2024 - 6