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HomeMy WebLinkAboutClark, Butler, Walsh & Hamann-Legal Services Agreement-11.09.2009 CONTRACT FOR LEGAL SERVICES This Contract for Legal Services (the "Agreement") is entered into as of November 1, 2009, by and between the City of Waterloo, Iowa("City") and Clark, Butler, Walsh& Hamann ("Attorney"). In consideration of the mutual promises exchanged herein, the parties agree as follows: 1. Services. Attorney agrees to provide the legal services described in the Request for Proposal—Legal Services Hazard Mitigation Grant Program (HMGP) Property Acquisition Project, at the cost set forth in the Service Fee Addendum hereto. If Attorney is an individual member of a law firm organized as a partnership, corporation, or limited liability company, then this Agreement is intended to bind both the individual Attorney and his or her law firm. Attorney will be paid separately for each transaction. Attorney's request for payment for services authorized under this Contract shall be submitted on a monthly basis and will be paid within thirty (30) days after receipt of an original invoice and after such services are delivered and accepted. 2. Contract Documents. The following documents (collectively, the "Contract Documents") are hereby incorporated by reference as though set forth herein in full: a. Request for Proposal b. Addenda c. Response (Proposal) from the Successful Bidder In the event of conflict between the provisions of the Contract Documents and this Agreement, the provisions of this Agreement shall prevail. 3. Reporting; Records. Attorney shall exercise best efforts to maintain communication with City personnel whose involvement in the project is necessary or advisable for successful and timely completion of the work of the project, including but not limited to the closing of specific transactions. Communications between the parties shall be verbal or in writing, as requested by the parties or as dictated by the subject matter to be addressed. Attorney shall maintain all project records for a minimum period of three (3) years after the date of final payment for services rendered under this Agreement. During the term of this Agreement and for the ensuing record-retention period, Attorney shall make any or all project records available upon reasonable request, and in any event within two (2) business days of request, to City, Iowa Homeland Security and Emergency Management Division(HSEMD), the Federal Emergency Management Agency (FEMA), the Comptroller General of the United States, and any other agency of state or federal government, or the duly authorized representatives of any of the foregoing, that has provided funding or oversight for the HMGP property acquisition project, for the purpose of making audit, examination, excerpts and/or transcriptions. For purposes of this section, "records" means any and all books, documents, papers and records of any type or nature that are directly pertinent to this Agreement. 4. Government-Mandated Provisions. Because the project activity is funded by the federal government, federal law requires that the City's contracts relating to the project include certain provisions. It is possible that some of the provisions set forth in this Section do not apply to Attorney or the services to be provided hereunder, but the provisions are nonetheless set forth to cause this Contract to comply with federal law. City makes no representation about whether any particular requirement is applicable to this Contract. Parenthetical comments in the following paragraphs are taken from 44 CFR § 13.36(i). A. Remedies. See Section 6 below. B. Termination for Cause and for Convenience. See Sections 6 and 7 below. C. Attorney shall comply with Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Chapter 60). (applies to all construction contracts awarded in excess of$10,000 by grantees and their contractors or subgrantees) D. Attorney shall comply with the Copeland"Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3). (applies to all contracts and subcontracts for construction or repair) E. Attorney shall comply with the Davis-Bacon Act (40 U.S.C. 276a to 276A-7) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts in excess of$2,000 awarded by grantees and subgrantees when required by federal grant program legislation, but does not apply to projects paid for with disaster funding) F. Attorney shall comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (applies to construction contracts awarded by grantees and subgrantees in excess of$2,000, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers) G. City's Reporting Regulations and Requirements. See Section 3 above. H. Patent Rights and Copyrights. With respect to any discovery or invention which arises or is developed in the course of or under this Agreement, the Attorney is responsible for complying with requirements pertaining to patent rights, as defined by the awarding agency. With respect to any publication, documents, or data that arises or is developed in the course of or under this Agreement, the Attorney is responsible for complying with requirements pertaining to copyright, as defined by the awarding agency. I. Access to Documents. See Section 3 above. J. Retention of Documents. See Section 3 above. 2 K. Attorney shall comply with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act(42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15). (applies to contracts, subcontracts, and subgrants of amounts in excess of$100,000) L. Energy Efficiency Standards. Attorney shall comply with mandatory standards and policies relating to energy efficiency that are contained in the State Energy Conservation Plan issued pursuant to the Energy Policy and Conservation Act(Pub. L. 94-163, 89 Stat. 871). [53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995]. 5. Indemnity. Except as to any negligence of City, its officials, officers, employees or agents, in the performance of any duty under this Agreement, and to the extent not covered by insurance maintained by Attorney, Attorney agrees to defend and indemnify City, its officials, officers, employees and agents, and to hold same harmless, from and against any and all claims, demands, causes of action, losses, costs, or liabilities whatsoever, including but limited to reasonable attorneys' fees and expenses, arising from or in connection with the acts or omissions of Attorney in providing the services contemplated by this Agreement. 6. Default; Termination for Cause. In the event that Attorney defaults in the performance or observance of any covenant, agreement or obligation set forth in this Agreement, and if such default remains uncured for a period of fourteen(14)days after notice thereof shall have been given by City to Attorney(or for a period of twenty-eight(28)days after such notice if such default is curable but requires acts to be done or conditions to be remedied which,by their nature, cannot be done or remedied within such 28-day period and thereafter Attorney fails to diligently and continuously prosecute the same to completion within such 28-day period),then City may declare that Attorney is in default hereunder and may take any one or more of the following steps, at its option: a. by mandamus or other suit, action or proceeding at law or in equity, require Attorney to perform its obligations and covenants hereunder, or enjoin any acts or things which may be unlawful or in violation of the rights of the City hereunder, or obtain damages caused to the City by any such default; b. have access to and inspect, examine and make copies of all books and records of Attorney which pertain to the project; c. declare a default of this Agreement,make no further disbursements,and demand immediate repayment from Attorney of any funds previously disbursed under this Agreement; d. terminate this Agreement by delivery to Attorney of written notice of termination; and/or e. take whatever other action at law or in equity may be necessary or desirable to enforce the obligations and covenants of Attorney hereunder, including but not limited to the recovery of funds. 3 No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of City to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In the event that City prevails against Attorney in a suit or other enforcement action hereunder, Attorney agrees to pay the reasonable attorneys' fees and expenses incurred by City. 7. Termination for Convenience. This Agreement may be terminated at any time, in whole or in part, upon the mutual written agreement of the parties. City may also choose to terminate this Agreement at any time by delivering to Attorney 30-days' advance written notice of intent to terminate. 8. Non-Assignable Duties. Attorney may not assign his or her duties hereunder without the prior written consent of City. 9. Independent Contractor. Attorney is an independent contractor and is not an employee, servant, agent, partner, or joint venturer of City. Attorney has no power or authority to enter into contracts or agreements on behalf of City. City shall determine the work to be done by Attorney, but Attorney shall determine the legal means by which he or she performs the work specified by City. City is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes Attorney. Neither Attorney nor his or her employees, if any, shall be entitled to receive any benefits which employees of City are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, pension, or any benefits of any type or nature whatsoever on account of their work for City. Attorney shall be solely responsible for compensating his or her employees, if any. 10. Severability. In the event any provision of this Agreement, together with the Contract Documents, is held invalid, illegal, or unenforceable, whether in whole or in part, the remaining provisions of this Agreement shall not be affected thereby and shall continue in full force and effect. If, for any reason, a court finds that any provision of this Agreement is invalid, illegal, or unenforceable as written, but that by limiting such provision it would become valid, legal, and enforceable, then such provision shall be deemed to be written and shall be construed and enforced as so limited. 11. General Terms. This Agreement, together with the Contract Documents, constitutes the entire agreement between the parties pertaining to the subject matter hereof. This Agreement may not be modified or amended except pursuant to the mutual written agreement of the parties. This Agreement is binding on the parties and the heirs, personal representatives, successor and assigns of each. Time is of the essence in the performance of the terms hereof. IN WITNESS WHEREOF, the parties have executed this Contract for Legal Services as of the date first set forth above. 4 CITY OF WATERLOO, IOWA CLARK, BUTLER, WALSH & HAMANN By: By: .. � Timothy J. y, Mayor Chris Wendland Attest: OMQ..j Deputy City Cler 5 SERVICE FEE ADDENDUM 1. Fixed-cost items a. Preliminary title opinion $130 b. Final title opinion $30 c. Title Guaranty certificate $50 d. Deed $65 (if an acquisition requires more than one deed, each additional deed is $40) Declaration of value $5 Groundwater hazard statement $5 e. Release of lien,judgment, or mortgage, or receipt and satisfaction of judgment (other than a support judgment) $60 f. Receipt and satisfaction of support judgment requiring court approval $90 g. Affidavit of surviving spouse $75 h. Closing activities, including but not limited to preparation of Form HUD-1, handling closing, disbursing funds, issuing 1099s, and filing documents $300 i. Overnight delivery charge (e.g., mortgage payoff) $25 2. Hourly rate for other services Chris Wendland, partner and supervising attorney $115/hour Jared Knapp, associate $115/hour Emily Bartekoske, associate $115/hour Alicia Janssen, legal assistant $60/hour Total actual expenses allowed by the project budget, including any renewal extensions of the Contract, shall not exceed $99,900.