HomeMy WebLinkAbout10142019 City Council Special Mtg Laydown - Flat Fee Agreement q /a iyLa.?4,d4-1,04
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GENERAL COUNSEL LEGAL SERVICES FLAT FEE AGREEMENT
Agreement dated as of between the CITY OF SEWARD, an Alaska
municipal corporation ("City"), and BIRCH, HORTON, BITTNER, INC., an Alaska professional
corporation, d/b/a Birch, Horton, Bittner and Cherot ("Firm").
Section 1. Definitions. In addition to the terms defined above, in this contract:
A. "Council" means the Seward City Council.
B. "Manager" means the City Manager of the City.
Section 2. Scope of Services.
The Firm shall act as general counsel to the City and shall perform the following work at the
direction of Council:
• Serve as the legal advisor of and be responsible to Council and Manager; advise
Manager and City Clerk concerning matters affecting City operations and perform
other duties prescribed by Council and Manager.
• Prepare or review legal documents, including but not limited to ordinances,
resolutions, contracts, conveyances, leases, easements and legal opinions as
needed.
• Be readily available for consultation with Council, Manager and City Clerk.
• Represent the City in federal and state court and in federal, state, and local
judicial and quasi-judicial proceedings and manage activities of other attorneys
representing the City in such proceedings.
• Assist Manager in negotiations, arbitrations, and mediations on City's behalf.
• At the request of Manager, or by action of Council, draft opinion letters regarding
interpretation of Seward City Code and its policies and procedures, state and
federal laws, and relevant case law.
• Perform all duties required by Title 29 of the Alaska Statutes or Seward City
Code or Charter.
• Work effectively with Council, Manager, City Clerk and all other public agencies
and other entities with which City has a legal relationship.
• Attend at least one Council meeting per month and others telephonically as
requested.
B. Representation of City shall continue until the matters or cases assigned are
either closed out by mutual consent or are recalled by Council.
C. The Firm shall not engage any consultant, expert, or other third-party service
without prior approval of the Manager or Council.
Section 3. Access to City Personnel. Manager shall secure the cooperation of City
personnel as necessary to assist the Firm in performing its duties under this Agreement.
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Section 4. Contract Administrator. Manager shall administer this Agreement on
behalf of City.
Section 5. Term.
A. Initial Term. This Agreement becomes effective when signed on behalf of both
parties and shall continue in effect for one year.
B. Option to Extend. Council shall have the option to extend this Agreement for a
three (3) year term with consent by the Firm. All terms and conditions of this Agreement shall
apply during any extended term. No additional options to extend shall be created by City's
election to extend this Agreement.
Section 6. Attorney Assignment. Holly C. Wells is the Firm attorney who will be the
"Named City Attorney" and will be principally responsible for performing or supervising work to
be done by the Firm on City's behalf and who will be City's principal contact with respect to
contract administration and billing. The responsible attorney will not be changed without the
written consent of Council. The Named City Attorney may, in her discretion, assign additional
Firm attorneys, paralegals, and law clerks to perform legal services under her supervision.
Section 7. Compensation.
A. City shall pay the Firm a fixed fee of $6,800 per month in exchange for up to 33
hours of general counsel services per month and the services in subsection B below.
B. The $6,800 monthly fixed fee shall include, at no additional cost to the City
except as expressly noted in this section:
1. In-person attendance at one Council meeting per month for a total of 12 Council
meetings over the term of the Agreement and travel time to and from these
meetings.
2. Two "in-house counsel sessions." These "in-house counsel sessions" involve a
member of the municipal team traveling to Seward and residing in Seward for
five consecutive work-days. City shall provide a work-space for the attorney at
City Hall. Holly Wells shall attend at least one of the "in-house counsel
sessions." The Firm shall pay the costs of transportation, lodging, and meals
during all "in-house counsel sessions." Legal work performed during these
sessions will be charged in accordance with this Agreement. City shall only be
charged for time during which the attorney is engaged in providing legal advice or
performing legal work for City.
3. One half-hour in-person training session with the Named City Attorney for all
newly-elected Council members.
4. One half-hour session with the Named City Attorney annually for each Council
member to discuss concerns, goals, and priorities.
5. One in-person training on municipal governance per year for Council,
commission, and board members not to exceed four hours.
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6. Long distance telephone calls
7. Photocopies created at the Firm offices
8. Two one-hour sessions with Manager annually to discuss Firm performance and
outstanding goals and priorities of City.
C. The following hourly rates for work above and beyond 33 hours per month or
work classified as Litigation: Shareholders and Members: $225; Associates: $205; Paralegals:
$130.
D. For travel time between Seward and Anchorage outside the contracted 12 trips,
the City agrees to pay the Firm the applicable hourly rate, plus actual out-of-pocket expenses.
E. Except for travel expenses described in subsection A of this section, City shall
reimburse the Firm for in-house expenses and third-party expenses incurred on City's behalf.
Such expenses may include applicable filing fees, recording fees, facsimile services, courier
services, expedited mail or delivery services, travel expenses, service of process fees,
deposition transcripts, stenographer fees, computer-assisted legal research fees, title insurance
premiums, and other similar charges.
F. The Firm shall receive Council approval before exceeding 33 hours of general
legal services in a calendar month. This section does not apply to litigation fees outside the flat
fee amount.
G. In the event City opts to extend this Agreement, every two years from the
Effective Date, and for the remainder of the term of this Agreement, the monthly retainer amount
in subsection A of this section and the hourly rates in subsection C of this section shall increase
by the cost of living increase as stated in the Consumer Price Index, All Urban Consumers,
Anchorage, Alaska Area, All Items 2000 — present = 100 ("CPI-U"), as published by the United
States Department of Labor, Bureau of Labor Statistics but shall not exceed 5%.
Section 8. Statements and Payment.
A. The Firm shall submit itemized monthly statements to City for all fees and costs
incurred during the preceding calendar month. Monthly statements shall identify the subject of
the work performed and the time, to the nearest one-tenth of an hour, spent on each subject.
Costs shall be itemized and described separately on each monthly statement.
B. Payment of monthly statements will be remitted to the Firm within 30 days. A
late charge on amounts past due for 30 days or more will be assessed at the rate of .88% per
month, or at the highest rate allowed by applicable law.
C. Overages by City in one month will be rolled over to the next month and applied
to that month's 33-hour cap. Hours may be rolled over consecutively but the City agrees to pay
the Firm for any remaining overages no later than November 30 of each year. In the event this
Agreement is terminated before it expires, rolled-over fees shall be paid to the Firm no more
than 30 days after the date of termination.
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Section 9. Insurance. The Firm shall maintain in good standing the following insurance
during the term of this Agreement, and shall furnish Manager with proof of the required
insurance coverage before rendering any services under this Agreement:
A. Worker's compensation insurance as required by AS 23.30.045, including
employer's liability protection not less than $100,000 per person, $100,000 per occurrence.
B. Comprehensive automobile liability insurance, covering all owned, hired and non-
owned vehicles with coverage limits not less than $300,000 per person/$300,000 per
occurrence.
C. Professional liability coverage for claims up to a minimum amount of $1,000,000
per claim for the term of this contract, plus a three-year extended reporting period endorsement
after the end of the contract.
Section 10. Records. Subject to the transfer of a file to another attorney at City's
request, the Firm shall retain and maintain all significant components of the files concerning
each matter in which the Firm provides services to City for a period of seven years following the
conclusion of representation of City in the matter, unless a longer period of retention is required
under the City of Seward Retention Schedule. During such time, the Firm will afford City
representatives reasonable access to each such file. At any time after the end of this seven-
year retention period, the Firm, in its discretion, may destroy the file and its contents without
further notice to City. The Firm will deliver to City the originals of any documents in a file at the
time the file is closed.
Section 11. Termination of Services. The Firm's services under Section 2 may be
terminated:
A. For convenience by the City.
B. By mutual consent of the parties.
C. For cause, by either party where the other party fails in any material way to
perform its obligations under this Agreement. Termination under this subsection is subject to
the condition that the terminating party notify the other party of its intent to terminate, stating
with reasonable specificity the grounds therefor, and the other party's failure to cure the default
within 15 days after receiving the notice.
Section 12. Notices. Any notice pertaining to this Agreement shall be either
personally delivered or mailed by prepaid first class registered or certified mail, return receipt
requested as follows:
City: City of Seward City Hall Building
Attention: City Manager
PO Box 167
Seward, AK 99664
smeszaros@citvofseward.net
Firm: Birch, Horton, Bittner and Cherot
Attn: Holly C. Wells
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510 L. Street, Suite 700
Anchorage, Alaska 99501
hwells@bhb.com
Section 13. Amendment. This Agreement may be amended only by a writing
executed by each party and approved by Council.
Section 14. Integration. This instrument embodies the entire agreement of the
parties. There are no promises, terms, conditions or obligations other than those contained
herein; and this contract shall supersede all previous communications, representations or
agreements, either oral or written, between the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
CITY OF SEWARD BIRCH HORTON BITTNER AND CHEROT
Mayor Holly C. Wells
ATTEST:
Brenda Ballou, CMC, City Clerk
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