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HomeMy WebLinkAboutRes2020-053 Sponsored by: Meszaros CITY OF SEWARD,ALASKA RESOLUTION 2020-053 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA, APPROVING A LEGAL SERVICES AGREEMENT WITH BOYD,CHANDLER, FALCONER& MUNSON WHEREAS,the City has need of professional legal services in a wide variety of settings including employment relations, contracting, real property transactions, ordinance and resolution drafting, environmental and financial matters, as well as more generalized services to the City; and WHEREAS, it is in the public interest to engage the services of a law firm with the required areas of expertise and experience in municipal law issues; and WHEREAS, at meeting on December 9, 2019, the City Council directed staff to issue a Request For Proposals to provide legal services; and WHEREAS, in January 2020, the City advertised for such Request For Proposals, by posting on the City of Seward website and advertising in TriDelta, Inc.; and WHEREAS,three proposals were received from legal firms; and WHEREAS, at a special meeting on February 24, 2020, the City Council selected two law firms as applicants to interview; and WHEREAS, at a regular meeting on June 22, 2020, the City Council voted to enter into contract negotiations and conduct reference checks with the legal firm Boyd, Chandler, Falconer &Munson; and WHEREAS, the Legal Services Agreement for Boyd, Chandler, Falconer & Munson was presented and approved by City Council on June 22, 2020; and WHEREAS, the Legal Services Agreement for Boyd, Chandler, Falconer & Munson states the compensation fee for legal services are provided at an hourly rate beginning on August 1,2020; and WHEREAS, a fixed fee for legal services for Boyd, Chandler, Falconer & Munson will be determined no later than October 15,2020. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SEWARD, ALASKA that: CITY OF SEWARD,ALASKA RESOLUTION 2020-053 Section 1. The legal services agreement, as substantially presented at this meeting is hereby approved. Section 2.This resolution shall take effect immediately upon adoption. PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this 13th day of July,2020. TH I / WARD1 l he- T.rry,w 'yor AYES: Osenga, Seese, Baclaan, Butts, McClure, Terry NOES: None ABSENT: Crites ABSTAIN: None ATTEST: ends J. Ballou, MC City Clerk (City Seal)°..� OF SF •,, PO ••. 'p = ' i SEAL, _ •. • % ,-.._ . 0. / : ••,,.'OFF PV'' ,.0 Agenda Statement Meeting Date: July 13, 2020 To: City Council From: Scott Meszaros, City Manager Agenda Item: A Resolution of the City Council of the City of Seward, Alaska, Approving a Legal Services Agreement with Boyd, Chandler, Falconer, & Munson BACKGROUND & USTIFICATION: The City of Seward has a need of professional Iegal services in a wide variety of settings including employment relations,contracting,real property transactions,ordinance and resolution drafting, environmental and financial matters, as well as more generalized services to the City. On June 23, 2020, City Council voted to enter into contract negotiations and conduct reference checks with the legal firm Boyd, Chandler, Falconer& Munson. The Legal Services Agreement attached to this resolution was authorized by City Council on June 22, 2020 when City Council voted to enter into contract negotiations and conduct reference checks with the legal firm Boyd, Chandler, Falconer& Munson. Beginning on August 1,2020, legal services will be provided at the hourly rates listed in the Legal Services Agreement. A fixed compensation rate will be determined no later than October 15, 2020. INTENT: To authorize the City Manager to enter into a legal services agreement between the City of Seward and Boyd, Chandler, Falconer, & Munson beginning August 1, 2020. CONSISTENCY CHECKLIST: Yes No NA 1 Comprehensive Plan: 2 Strategic Plan: 3 Other: FISCAL NOTE: Funding for this contract is included in the 2020/2021 budget at $80,000 annually. Approved by Finance Department: ATTORNEY REVIEW; Yes X No 228 RECOMMENDATION: Recommend approval of Resolution 2020-053_ authorizing the City Manager to enter in a legal services agreement between the City of Seward and Boyd,Chandler,Falconer,&Munson beginning August 1, 2020. 229 LEGAL SERVICES AGREEMENT This agreement for legal services("Contract") is made effective August 1, 2020,by and between the City of Seward, PO Box 167, Seward Alaska 99664 ("City"), and Boyd, Chandler, Falconer& Munson, LLP, an Alaska limited lability partnership, of 911 W. 8th Avenue, Suite 302, Anchorage,AK 99501 ("City Attorney" or`BUM"). In consideration of the mutual promises herein,the parties agree as follows: 1. Scone of Services.The City Attorney is expected to provide the City with general counsel legal services to include the following: a. Serve as the legal advisor of and be responsible to the City Council and City Manager, advise the City Manager and City Clerk concerning matters affecting the City Administration and perform other legal duties prescribed by the City Council and City Manager. b. Prepare or review legal documents including but not limited to ordinances, resolutions, contracts, conveyances, leases, easements, and legal opinions as needed. C. Be readily available for consultation by the City Council, City Manager, or City Clerk. d. Provide representation in the Courts of jurisdiction and/or manage the activities of other attorneys who may represent the City in those Courts. e. Assist the City Manager in negotiations on the City's behalf. f. At the request of the City Manager, or by action of the City Council, draft opinion letters regarding, among other things,the interpretation of the City's Code and policies, state and federal laws, and case law. g. Perform other such duties as may be prescribed for the City Attorney by ordinance or by direction of the City Council and/or City Manager. h. Work effectively with the City Council, City Manager, City Clerk and with all other public agencies and other entities with which the City has a legal relationship. 2. Term. The term of the professional services contract shall be three years.A longer term may be negotiated by the parties after the initial three years. The contract may be terminated at the convenience of the City at any time with or without cause. 3. Access to Municipal Personnel. The City Manager shall secure the cooperation of the City personnel as necessary to assist the City Attorney's performance hereunder. 4. Contract Administrator. The City Manager shall administer the contract on behalf of the City. 5. Responsible Attorney. For purposes of the City Charter and other requirements, Brooks W. Chandler will be the designated City attorney. Patrick Munson may act as the designated city attorney in the absence of Mr. Chandler. Mr. Chandler may assign City matters to other attorneys or legal assistants with prior approval of the city manager. LEGAL SERVICES AGREEMENT PAGE I OF 5 CITY OF SEWARD/BOYD,CHANDLER,FALCONER&MUNsoN,LLP 230 6. Compensation. (a) Commencing August 1, 2020 legal services shall be provided at the hourly rates set forth in subsection 6(b)below. It is the parties' intention to negotiate a fixed monthly fee for specified services to be effective no later than October 15, 2020. b. Hourly. The hourly rates for services outside of fixed fee services are: $245 - Mr. Chandler $210 - Mr. Cacciola $245 - Mr. Munson $195 - Mr. Severin $95 -paralegal services C. Rate Adjustment. The attorneys'fee schedule for both hourly and fixed fees is to remain fixed for the first year of the contract.After the first year of the contract,the fee schedule may be re-negotiated. The City Attorney will not charge for travel time by attorneys performing work for the City except when the attorney is performing work for the City while en route. The City Attorney will not charge for stand by time when attending a meeting of the City Council in person. d. Costs. The City Attorney shall be entitled to reimbursement for out-of-pocket expenses incurred in the course of representation. Expenses, including long distance telephone charges, expedited mail or courier service, filing and recording fees, computerized research fees and travel expenses will be billed at actual cost. Certain in- house expenses, such as photocopying and messenger service, are billed at standard rates. 7. Payment and Reporting. a. The City Attorney shall submit itemized monthly for payment of all fees and costs for which the City Attorney seeks reimbursement under Paragraph 5. Costs shall be itemized and described separately on each monthly invoice. b. Upon approved billing,payment will be remitted to the City Attorney within thirty days. 8. Termination of the City Attorney's Services. The City Attorney's services may be terminated: a. for convenience by the City Council; b. By mutual consent of the parties; or C. For cause,by either party where the other parry fails in any material way to perform its obligations under this Contract. Termination under this subsection is subject to the condition that the terminating parry notify the other party of its intent to terminate, stating with reasonable specificity the grounds therefor, and the other parry fails to commence to cure the default within fifteen days after receiving notice and diligently work to cure the default within thirty days after receiving notice. LEGAL SERVICEs AGREEMENT PAGE 2 OF 5 CITY OF SEWARD/BOYD,CHANDLER,FALCONER&MUNsoN,LLP 231 8. Duties Upon Termination. If the City Attorney's services are terminated, the City Attorney will be paid for services performed up to the date of termination. 9. Case Management. Execution of the contract by the City shall act as full authority for the City Attorney to proceed with representation of the City as provided herein. The City will have complete and total access to all material, information, and files worked on by the City Attorney pursuant to this Contract. 10. Assignments. City Attorney shall not assign this Contract, or any interest in this Contract without consent of the City. 11. Confidentiality.The City Attorney agrees to discuss matters and reveal documents relating to this Contract only with the City Council, City Manager, City Manager, City Clerk, or any other person authorized by the aforementioned, and as required by court order, city ordinance or Alaska law. 12. Notices.Any notice required pertaining to the subject matter of this Contract shall be either personally delivered, faxed, or mailed by prepaid first class registered or certified mail, return receipt requested,to the following addresses: City: City of Seward Attn: Scott Meszaros, City Manager PO Box 167 Seward, AK 99664 Fax: (907) 224-4038 City Attorney: Boyd, Chandler,Falconer&Munson, LLP Attn: Brooks W. Chandler 911 W. 8th Avenue, Suite 302 Anchorage,AK 99501 Fax: (907) 274-3698 13. Conflicts of Interest. The City Attorney may not represent or assist private or public clients in connection with other claims, litigation, or other legal matters where such representation would constitute or appear to constitute a conflict of interest. In particular,the City Attorney shall comply with all relevant provisions of the Alaska Bar Rules and the Alaska Rules of Professional Conduct concerning the prohibition of conflicts of interest among clients. The City Attorney shall not accept any employment and shall not render any professional services to other parties if such action might be inconsistent with the above-referenced standards unless the prior approval of the City Council has been first obtained. 14. Relationship of Parties.The City Attorney shall perform its obligations hereunder as an independent City Attorney of the City. The City may administer the contract and monitor the City Attorney's compliance with its obligations hereunder. 15. Nondiscrimination.The City Attorney will not discriminate against any employee or applicant for employment because of race,color, religion,national origin, ancestry, age, sex, or marital status or mental or physical disability.The City Attorney will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, or mental or physical disability. Such action shall include,without limitation, LEGAL SERVICES AGREEMENT PAGE 3 OF 5 CITY OF SEWARD/BOYD,CHANDLER,FALCONER&MUNsoN,LLP 232 employment,upgrading, demotion, or transfer,recruitment or recruiting advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training including apprenticeship. The City Attorney agrees to post in conspicuous places, available to employees and applicants for employment,notices setting forth the provisions of this nondiscrimination clause. 16. Permits,Laws, and Taxes. The City Attorney shall acquire and maintain in good standing all permits, licenses, and other entitlements necessary to its performance under this Contract. All actions taken by the City Attorney under this Contract shall comply with all applicable laws to include,without limitation, statutes, ordinances,rules, and regulations. 17. Nonwaiver.The failure of either party at any time to enforce a provision of this Contract shall in no way constitute a waiver of the provision,nor in any way affect the validity of this Contract or any part thereof, or the right of such party thereafter to enforce each and every provision hereof. 18. Amendment. This Contract may be amended,modified, or changed only in writing executed by the City Manager and an authorized representative of the City Attorney. 19. Governing Law. The laws of the State of Alaska shall govern the rights and obligations of the parties under this Contract. 20. Severability.Any provision of this Contract decreed invalid by a court of competent jurisdiction shall not invalidate the remaining provisions of the Contract. 21. Integration. This instrument embodies the entire contract of the parties. There are no promises,terms,conditions, or obligations other than those contained herein. This Contract shall supersede all previous communications, representations, or contracts, either oral or written,between the parties hereto. 22. Insurance. Boyd, Chandler, Falconer& Munson, LLP, at its expense shall provide and maintain professional errors and omissions insurance with a minimum$2,000,000 policy limit. 23. Inspection and Retention of Records. The City Attorney shall at any time during normal business hours and as often as the City Manager or Council may deem necessary, make available to the City for examination all records with respect to all matters covered by this Contract for a period ending three years after the date the City Attorney is to complete performance of this Contract. If City does not request delivery of the file for this matter before the end of the three year period, BCFM will have no further obligation to retain the file and may, at our discretion, destroy it without further notice to City. Upon request, and within a reasonable time,the City Attorney shall submit such other information and reports relating to its activities under this Contract to the City in such a form and at such times as the Council may reasonably require. The City Attorney shall permit the Council or their designee to audit, examine, and make copies of such records, and to make audits of all research, materials, pleadings,records of personnel, and other data relating to all matters covered by this Contract. The City may, at its option,permit the City Attorney to submit its records to the City in lieu of the retention requirements of this section. 24. Fee Disputes. At the sole option of City, all disputes concerning fees charged for professional services or costs incurred by BCFM are subject to arbitration under Alaska Bar Rule 34 except for: a. disputes where the City seeks affirmative relief against the attorney for damages LEGAL SERVICEs AGREEMENT PAGE 4 OF 5 CITY OF SEWARD/BOYD,CHANDLER,FALCONER&MUNsoN,LLP 233 based upon alleged malpractice or professional misconduct; or b. dispute over fees which were charged more than six years earlier,unless BCFM or City could maintain a civil action over the disputed amount. C. disputes where the fee to be paid by City or on City's behalf has been determined pursuant to State statute or by a court rule, order or decision. 25. Civil Rule 79, Civil Rule 82. City has been advised that if services performed pursuant to this Contract involve litigation City may become liable for certain costs, fees and expenses incurred by other parties if City is not the prevailing party in the litigation. Such costs, fees, and expenses may include,but are not necessarily limited to,those identified in Alaska Civil Rules 79 and 82. 26. Availability of Funds. This Contract is subject to the availability of funds lawfully appropriated for its performance. IN WITNESS WHEREOF,the parties have executed this Contract effective August 1, 2020. CITY OF SEWARD By: Scott Meszaros, City Manager BOYD, CHANDLER, FALCONER& MUNSON, LLP By: Brooks W. Chandler ATTEST: Brenda Ballou, MMC, City Clerk LEGAL SERVICES AGREEMENT PAGE 5 OF 5 CITY OF SEWARD/BOYD,CHANDLER,FALCONER&MUNsoN,LLP 234