09-039.00 Hedeen & Caditz: On Call Legal SvcsV - .
AGREEMENT FOR PROFESSIONAL SERVICES
IN
Hedeen & Caditz, PLLC
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City ofthe State of
Washington, hereinafter "City" and Hedeen & Caditz, PLLC, hereinafter "ConsultanV jointlyreferedto as
"parties"
IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows:
1. Work to Be Performed The Consultant will provide legal services on an as- needed basis
relating to public works contracting issues
A. Administration The City Manager or designee shall administer and be the primary
contact for Consultant Prior to commencement of work, Consultant shall contact the City Manager or
designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager
or designees Consultant shall commencework, perform the requested tasks in the Scope of Work, stop work
and promptly cure any failure in paformance under this agreement.
B. EMS entations The City has relied upon the qualifications of the Consultant in
entering into this agreement. By execution of this agreement,Consultant represents it possesses the ability,
skill and resources necessary to perform the work and ifamiliarwith all current laws, rules and regulations
which reasonably relate to the Scope of Work. No substitutions of agreed upon personnel shall be made
without the written consent of the City.
Consultant shall be responsible for the technical accuracy of its services and documents
resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall
correct such deficiencies without additional compensation except to the extent such action is directly
attributable to deficiencies in City furnished information.
• C. Modificat_ ions The City may modify this agreementand order changes in the work
whenever necessary or advisable. The Consultant will accept modifications when ordered in writing by the
City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed
betweenthe parties. The Consultant shall make such revisions in the work as are necessaryto correct earors or
omissions appearing therein when required to do so by the City without additional compensation.
2. Term of Contract This agreement shall be in full force and effectupon execution and shall
remain in effect until completion of all contractual requirementhave been met
Either party may terminate this agreementby ten days written notice to the other party. In the
event of such termination, the City shall pay the Consultant for all work previously authorized and
satisfactorily performed prior to the termination date.
3. Compensation The City agrees to paythe Consultantup to $15,000.00 as fall compensation
for everythingdone underthis agreement Consultants hourly rate is $275.00 per hour for attorney time, and $
per hour for legal assistant time.
4. a ent The Consultant shall be paid monthly upon presentation of an invoice to the City.
Applications for payment shall be sent to the City Clerk at the below stated address.
Apeement for Professional Services Page 1 of 5
09 -039
The City reserves the right to withhold payment under this agreement which is determined in the
reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City
Standards, City ordinances and federal or state standards.
5. N= Notice shall be given in writing as follows:
TO THE CITY TO THE CONSULTANT
Name: Christine Bainbridge, City Clerk Name:
Phone Number: (509)921 -1000 Phone Number:
Address: 11707 East Sprague Avq Suite 106 Address:
Spokane Valley, WA 99206
6. Alpulicable Laws and Standards The parties, in the performanceofthis agreement, agree
to comply with all applicable Federal, State)ocal laws, ordinances, and regulations.
7. Relationship of the Parties It is understood, agreed and declared that the Consultant shall be
an independent contractor and not the agent or employee of the City, that the City is interested in only the
results to be achieved, and that the right to control the particular manner, method and means in which the
services are performed is solely within the discretion of the Consultant Any and all employeeswho provide
servicesto the City underthis agreementshall be deemed employeessolelyofthe Consultant The Consultant
shall be solely responsible for the conduct and actions of all its employees under this agreement and any
liability that may attach thereto.
8. Ownership of Docmnenta All documents prepared bythe Consultant underthis agreement
are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other
applicable public record laws.
9. Records. The City or State Auditor or any of their representatives may have access to and the
right to examine during normal business hours all of the Consultant's records with respect to all matters
covered in this contract Such representatives shall be permitted to audit, examine and make excerpts or
transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of
matters covered by this contract for a period of three years from the date final payment is made hereunder.
10. Insurance The Consultant shall procure and maintain for the duration of the agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in connection
with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
No Limitation. Consultant'smaintenanceof insurance as required by the agreement shall not be construed to
limit the liability oflhe Consultant to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at lamor in equity.
A. Minimum Scope of Consultant shall obtain insurance of the types
described below:
1. Automobile Liability insurance covering all owned, non - owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form
CA 00 01 or a substitute form providing equivalent liabilitycoverage. If necessary,
Agreement for Professional Services Page 2 of 5
the policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurence
form CO 00 01 and shall cover liability arising from premises, operations,
independeatcontractorsaadpersonal injuryaad advertising injury. The City shall be
namedas an insured under the Consultant's CommercialGeneralLiability insurance
policy with respect to the work performed for the City.
3. Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
4. Professional Liab ility insurance appropriate to the Consultant's profession
B. MinimumAmounts of Insurance Consultant shall maintainthe following insurance
limits.
1. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
2. Commercial General Liability insurance shallbe writtenwith limitsno less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions. The insurance policies are to contain, or be endorsedto
contain, the following provisions for Automobile Liability, Professional Liability and
Commercial General Liability insurance:
1. The Consultant's insurance coverage shall be primary insurane as respect
the City. Any insurance, sel€ insurance, or insurance pool coverage maintained by
the City shallbe excess ofthe Consultant's insurance and shallnot contn'butewith it
2. Cancellation ofConsultant's insurance shallbe governed by either.
a. the policy shall be endorsed to state that coverage shall not be cancelled by
either party, except after thirty days prior written notice by certified mail,
return receipt requested, has been given to the City, or
b. the Consultant shall provide at least 30 days prior written notice by
certified mail, return receipt requeted of a cancellation.
D. AcceptabilityofInsurers. Insurance is to be placed with insurers with a current AM
Best rating of not less than ANN.
E. Evidence of Covg e. As evidence of the insurance coverages required by this
contract, the Consultant shall furnish acceptable insurance certificatesto the City at the time
the Consultantretmw the signed contract. The certificateshall specify all ofthe partieswho
are additional insureds, and will include applicable policy endorsements, and the deduction or
Agreement for Profwdonal Services Page 3 of 5
retention level. Insuring companies orentities are subject to City acceptance. If requested,
complete copies of insurance policies shall be provided to the City. The Consultant shall be
financially responsible for all pertinent deductibles, self - insured retentions, and/or self -
insurance.
11. Indemnification and Hold Harmless The Consultant shall defend, indemnify and hold the
City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorneyfees, arisingout of or in connectionwith the performanceofthis agreement,
except for injuries and damages caused by the sole negligence of the City
Should a courtof competentjwisdictiondeterminethatthis Agreementis subjectto RCW 4.24.115,
then, in the event of liabilityfor damages arising out of bodily Miuryto persons or damagesto property caused
by or resultingfrom the concurrentnegligence ofthe Consultantand the City, its officers, officials, employees,
and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided herein constitutes the
Consultanf s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiverhas been mutuallynegotiatedby the parties. The provisions ofthis section shall
survive the epiration or termination of the agreement.
12. Waiver No officer, employee, agent or other individual acting on behalfof either party has
the power, right or authority to waive any of the conditions or provisions of this agreement No waiver in one
instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded
in this agreementor bylaw, shall betaken and construed as cumulative, and in additionto every otherremedy
provided herein or by law. Failure of either party to enforce at any time any of the provisions of this agreement
or to require at any time performancebythe other party ofany provision hereofshall in no way be construed to
be a waiver of such provisions nor shall itaffect the validity of this agreement or any part thereof.
13. Assignment and Delegation Neitherparty shall assign, transferor delegate any or all ofthe
responsibilities of this agreementor the benefits received hereunder without first obtaining the writes consent
of the other party.
14. Subcontracts Except as otherwise provided herein, the Consultant shall not enter into
subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of
the City.
15. Confidentiality Consultantmay, from time to time, receive information which is deemed by
the Cityto be confidential. Consultant shall not disclose such informationwithoutthe expresswritben consent
of the City or upon order of a Court of competent jurisdiction.
16. Jurisdiction and Venue This agreement is entered into in Spokane County,Washington.
Venue shall be in Spokane County, State of Washington.
17. Cost and Attorney's Fees In the event a lawsuit is brought with respect to this agreement,
the prevailingparty shall be awarded its costs and attorneys fees in the amountto be determinedbythe Court
as reasonable. Unless provided otherwise by statute, Consultant's attorney fees payable by the City shall not
exceed the total sum amount paid under this agreement.
18. Entire AgreemenL This written agreement constitutes the entire and complete agreement
between the parties and supercedes any prior oral or written agreements. This agreementmay not be changed,
Agreement for Professional Services Page 4 of 5
modified or altered except in writing signed by the parties hereto.
19. Anti - kickback No officer or employee of the City, having the power or duty to perform an
official act or action related to this agreement shall have or acquire any interest in this agreement, or have
solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person
with an interest in this agreement.
20. Business Registration Prior to commencementof work under this agreement, Consultant
shall register with the City as a business.
21. Severability If any section, sentence, clause or phrase ofthis agreement should be held to
be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any
other section, sentence, clause or phrase ofthis agreement.
22. . Exhibits Exhibits attached and incorporated into this agreement are:
1. Insurance Certificates
IN TNESS WHEREOF, the parties have executed thisagreement this
2009.
CI , P P VALLEY:
15avid Merc r, City Manager
ATTEST -
Christine Bainbridge, ffty Clerk
day of
Consulta
Owner
Tax ID No REDACTED -
APPROVED AS TO FORM:
Office of e City Attorney
This document contains confidential tax information and
has been redacted pursuant to RCW 82.32.330.
You may petition for a review of our findings pertaining to any
redacted or withheld documents pursuant to Spokane Valley
Municipal Code (SVMC) 2.75.080; and obtain judicial review
pursuant to RCW 42.56.550.
Agreement for Professional Services Page 5 of 5
LAWYERS PROFESSIONAL LIABILITY POLICY
DECLARATIONS
Am Branch: Policy Number.
775233 912 169762501
IA. NAMED INSURED AND MAILING ADDRESS:
Hedeen 8t Caditz, PLLC
425 Pike St., Suite 600
Seattle, WA 98101 -4078 r
Insurance is provided by Continental Casualty Company,
333 S. Wabash Ave. Chicago IL 60604
A Stock Insurance Company.
NOTICE TO POLICYHOLDERS:
This is a Claims Made and Reported policy. It applies only to
those claims that are both first made against the insured and
reported in writing to the Company during the policy period
Please review the policy carefully and discuss this coverage
with your insurance agent or broker.
IB. PREDECESSOR FIItM(S): _See Declarat Addendum
2. POLICY PERIOD:
Inception: 04/01/2009
Expiration 041012010
at 12:01 A.M. Standard 77mre at the address shown above
3. LIMITS OF LIABILITY:
Each Claim: $3,000,000
Inclusive of Claims Ezpemses
Aggregate: $3,000,000
Death or Disability and Non - Practicing Each Claim: $1,000,000
Extended Reporting
Period Limit of Liability: Aggregate: $2,000,000
4. DEDUCTIBLES:
Aggregate: $5,000
Inclusive of aaums Expenses
5. POLICY PRENIIUM:
Annual Premium:
-
COPY
Total Amount Due:
�■�
Includes CNA Rfsk Manggenrerrt
Seminar Credit of
6. FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION:
0- 118011 -A (Ed. 002008), 0- 118012 -A (Ed. 03/1999), G- 118014 -A (Ed. 04/2008), G- 118024 -A (Ed. 0412008), G-
118039-A46 (Ed. 05/2008), G- 118063 -A46 (Ed. 05/2008), G- 118064 -A46 (Ed. 0911996), G-1 45184-A (Ed. 0612003),
GSL- 11512 -XX (Ed. 1012008)
7. WHO TO CONTACT: To report a claim:
CNA Insurance Companies
333 S. Wabash, 39 South
Chicago. II. 60685
• Att: Regional Director, GSL Lawyers Claims
Phone 312.822 -1707 Fax 312.817-0528
www.cna.corn/claims
Countersignature Date
Authorized Representative Date
G- 119012 A (Ed. 03199) Issued Date: 04/03=09
Page 1
Awl
TRAVELERS
One Tower Square, Hartford Connecticut 06183
COMMON POLICY DECLARATIONS
OFFICE PAC
BUSINESS: LAWYER
INSURING COMPANY:
THE PHOENIX INSURANCE COMPANY
1. NAMED INSURED AND MAILING ADDRESS:
HEDEEN & CADITZ PLLC
425 PIKE ST STE 600
POLICY NO.: I- 680- 19E89599-PHX -08
ISSUE DATE: 04 - 22 - 08
SEATTLE WA 98101 - 4078
2. POLICY PERIOD: From 05 -28 -08 to 05 -28 -09 12:01 A.M. Standard Time at your mailing address.
3. DESCRIPTION OF PREMISES:
ADDRESS
PREM. LOC. NO. BLDG. NO. OCCUPANCY (same as Mailing Address unless specified otherwise)
01 01 LAWYER 425 PIKE ST
SEATTLE WA 98101
4. COVERAGE PARTS AND SUPPLEMENTS FORMING PART OF THIS POLICY AND INSURING
COMPANIES
COVERAGE PARTS and SUPPLEMENTS
Businessowners Coverage Part
. PS 0
INSURING COMPANY
PHX
5. The COMPLETE POLICY consists of this declarations and all other declarations, and the forms and endorse -
ments for which symbol numbers are attached on a separate listing.
6. SUPPLEMENTAL POLICIES: Each of the following Is a separate policy containing its complete provisions.
o
POLICY POLICY NUMBER INSURING COMPANY
o —
DIRECT BILL
7. PREMIUM SUMMARY:
o
Provisional Premium $
—. Due at Inception $
Due at Each $
. •== NAME AND ADDRESS OF AGENT OR BROKER COU
PARKER SMITH & FEEK INC 68821
2233 i 12TH AVE NE
BELLEVUE WA 98004
IL TO 19 02 05 (Page 1 of 01)
- Office: - SEATTTL -E - - - - - DOWN --
099826
Authorized Representative
DATE:
TRAVELERS One Tower square, Hartford, Connecticut 06183
BUSINESSOWNERS COVERAGE PART DECLARATIONS
OFFICE PAC POLICY NO.: 1 SE 89599 PHX - 08
ISSUE DATE: 04 - 22 - 08
INSURING COMPANY:
THE PHOENIX INSURANCE COMPANY
POLICY PERIOD:
From 05 -28 -08 to 05 -28 -09 12:01 A.M. Standard Time at your mailing address.
FORM OF BUSINESS: PARTNERSHIP
COVERAGES AND LIMITS OF INSURANCE: Insurance applies only to an item for which a
"1 i mi t u or the word "included" is shown.
COMMERCIAL GENERAL LIABILITY COVERAGE
OCCURRENCE FORM LIMITS OF INSURANCE
General Aggregate (except Products - Completed Operations Limit) $ 4,000,000
Products - Completed Operations Aggregate Limit $ 4,000,000
Personal and Advertising Injury Limit $ 2.000,000
Each Occurrence Limit $ 2,000,000
Damage to Premises Rented to You $ 300,000
Medical Payments Limit ( any one person) $ 5
BUSINESSOWNERS PROPERTY COVERAGE
a�
nr-
o
..MN
o �
DEDUCTIBLE AMOUNT: Businessowners Property Coverage: $ 500 per occurrence.
Building Glass: $ 500 per occurrence.
BUSINESS INCOME /EXTRA EXPENSE LIMIT: Actual loss for 12 consecutive months
Period of Restoration -Time Period: Immediately
ADDITIONAL COVERAGE:
Fine Arts: $ 25,000
Other additional coverages apply and may be changed by an endorsement. Please
read the policy.
SPECIAL PROVISIONS:
COMMERCIAL GENERAL LIABILITY COVERAGE
IS SUBJECT TO A GENERAL AGGREGATE LIMIT
MP TO 01.02 05 (Page 1 of . 02)
089M