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HomeMy WebLinkAbout10142019 City Council Special Mtg Laydown - Flat Fee Agreement q /a iyLa.?4,d4-1,04 (CMD 4-4171) APPENDIX A S Pk.GI A� nit-ram 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. PROPOSED FLAT-FEE AGREEMENT FOR GENERAL LEGAL SERVICES Page 1 of 5 00859857.DOC 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. PROPOSED FLAT-FEE AGREEMENT FOR GENERAL LEGAL SERVICES Page 2 of 5 00859857.DOC 1 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. PROPOSED FLAT-FEE AGREEMENT FOR GENERAL LEGAL SERVICES Page 3 of 5 00859857.DOC 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 PROPOSED FLAT-FEE AGREEMENT FOR GENERAL LEGAL SERVICES Page 4 of 5 00859857.DOC 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 PROPOSED FLAT-FEE AGREEMENT FOR GENERAL LEGAL SERVICES Page 5 of 5 00859857.DOC