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HomeMy WebLinkAboutAgreements/Contracts - Prosecuting AttorneyGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT: COIl11l1.I PWI PAO REQUEST SUBMITTED BY:Kevin MCCI"a@ CONTACT PERSON ATTENDING ROUNDTABLE: Barbara DU21'b2Ck CONFIDENTIAL INFORMATION: ❑YES ®NO SATE: 5/19/24 PHONE:3910 ®Agreement / Contract ❑AP Vouchers ❑Appointment / Reappointment ❑ARPA Related ❑ Bids / RFPs / Quotes Award ❑ Bid Opening Scheduled ❑ Boards / Committees ❑ Budget ❑Computer Related ❑County Code ❑Emergency Purchase El Employee Rel. ❑ Facilities Related ❑ Financial ❑ Funds ❑ Hearing ❑ Invoices / Purchase Orders ❑ Grants — Fed/State/County ❑ Leases ❑ MOA / MOU ❑ Minutes ❑ Ordinances ❑ Out of State Travel ❑ Petty Cash ❑ Policies ❑ Proclamations ❑ Request for Purchase ❑ Resolution ❑ Recommendation ❑ Professional Serv/Consultant ❑ Support Letter ❑ Surplus Req. ❑Tax Levies ❑Thank You's ❑Tax Title Property ❑WSLCB RM_ Contract with Restorical Research for review of old insurance contracts. Value of $700. If necessary, was this document reviewed by accounting? ❑ YES 0 NO ❑ N/A If necessary, was this document reviewed by legal? 0 YES ❑ NO ❑ N/A DATE OF ACTION: 5- ed 7.—OS— DEFERRED OR CONTINUED TO: APPROVE: DENIED ABSTAIN D1 A,) PS D2: � D3: WITHDRAWN: RECEIVED MAY 19 2025 GRANT COUNTY COMMISSIONERS 4/23/24 Restorical Resea.rCh unco raring hiatory to ao7er your floats AGREEMENT BETWEEN Restorical Research, LLC AND Grant County FOR COST RECOVERY ASSISTANCE This Contingency Fee Agreement ("Agreement") defines the nature and scope of the relationship between Restorical Research, LLC ("Restorical") and Grant County ("Client") in connection with Restorical providing consulting services for the environmental cost recovery/contribution and/or insurance coverage matters described below. 1. SCOPE OF SERVICES: The scope of services to be provided by Restorical under this agreement will be referred to as the " Cost Recovery Assistance," and will encompass either: (a) consulting services to assist Client in preparing and undertaking an insurance recovery action against insurers who owe Client duties of defense and indemnification for the costs of environmental investigation and remediation of contamination on, beneath or potentially migrating to or from the property pursuant to insurance policies; or (2), a cost recovery/contribution action against third parties who (i) have caused, contributed to, or exacerbated contamination on, beneath or potentially migrating to or from the property, (ii), who may have insurance policies which address such contamination, and (iii) who are liable to Client for some or all of the costs of environmental investigation, remediation and negligence from a contractor or vendor. These actions collectively, or alone, are deemed the "Cost Recovery Assistance". Cost Recovery Assistance shall consist of. a. Performing such historical investigation of property records, transactional records, aerial photographs, Sanborn maps, and other similar historical documents to identify potentially responsible persons; b. Assist in managing the flow of information between the Client, attorneys, and consultants. Client authorizes Restorical to be copied (including blind copy) on all correspondence between Client, attorneys and consultants. Client authorizes Restorical to receive copies of all invoices; c. Performing such historical investigation of insurance records and related documents to identify insurance carriers and policies that may provide insurance coverage for contamination on, beneath or potentially migrating to or from the property that is the subject of claims or demands by the Client, by any governmental agency, or a third party. Cost Recovery Assistance does not include: a. Environmental investigation needed to fully delineate the nature and extent of contamination; b. Environmental remediation needed to address such contamination; c. Expert witness services in any cost recovery, contribution, or insurance coverage litigation that Client may hire counsel to initiate; and d. Legal Services as Client understands that Restorical does not perform legal services or provide legal advice. 2. COMPENSATION: a. TASK 1: As compensation for services to conduct a preliminary investigation and determine if a viable insurance policy and/or insurance coverage exists, Restorical shall receive $100.00. Restorical shall present to Client an invoice once this investigation is complete. b. TASK 2: After reviewing the deliverables from TASK 1, Client, in its sole discretion, may elect to proceed to TASK 2. If Client so elects to proceed to TASK 2, as compensation for services to perform Cost Recovery Assistance for Client, Restorical shall receive a contingency fee of Ten percent (10%) of "Recovery". Upon receipt of the Recovery, Restorical shall present to Client an invoice. Client shall pay the full amount of the invoice promptly after receiving the invoice. i. The parties understand and agree that a material inducement for Restorical to enter into this Agreement and perform the Task 1 services is the opportunity to pursue the Task 2 services. If the Client elects not to pursue the Task 2 services the Client agrees (1) it will not on its own, directly or indirectly, at any time pursue any cost recovery contribution against any of the insurance identified by Restorical in providing the Task I services and (ii) that If the Client pursues and recovers any funds from the insurance identified by Restorical in providing the Task I services the Client will be � fee. tn� obligated to pay Restorical the Task 2 ii. Client acknowledges and agrees that if they elect to proceed to TASK 2, they will hir e ire an experienced Insurance Coverage Attorney of their choice, during TASK 1, with which Restorical will work with, the goal of obtaining a successful Recovery. 3. DEFINITION OF RECOVERY: The term "Recovery" as used herein are all payments, flowing to the Client directly or indirectly, monetary or othenvise, from any potentially responsible party, or from any one or more of the insurers of the Client or of any potentially responsible party, whether by collection, settlement, judgment or litigation, before consideration of any income tax matters. Recovery includes but is not limited to payments for investigation and remediation work-, sums attributable to interest, punitive damages or defense costs. 4. CONFIDENTIALITY: All communications and work product amongst any attorney for the Client ("Attorney"), Client and Restorical are considered completely confidential and within the full confidentiality protections of the attorney client privilege and the attorney work product privilege. Restorical is Attorney's non -lawyer representative and non -testifying consultant assisting Attorney in this representation and is fully within. the confidentialities of the attorney client privilege. Attorney is authorized to use Restorical as a non-la-w-yer's representative and non -testifying consultant to assist attorney in its legal representation of Client. Client and Restorical agree that any such assistance is fully within the confidentialities of the attorney Client privilege and attorney work product privilege allowable tinder State law and our agreement. Restorical C� Z5 understands that it will not reveal the information it has compiled to any third -party without first discussing the release with Client and Attorney and obtaining Client's concurrence. The agreement regarding confidentiality is subject to the .W regarding Washington State Public records act requirements, RCW 42.56. 5. EXPENSES: Client agrees to pay for all. expenses related to title document production. riot to exceed S600 per site. Z__ 6. Limitation of Liabilitv: Restorical's maximum liability to Client may not exceed the dollar amount paid to Restorical pursuant to this Agreement. Neither party may recover from the other any incidental, punitive, or consequential damages. 7. ASSIGNMENT: If the real property is sold, Client agrees to either: 1.) assign this contract to the new owner or 2) continue paying Restorical as per the terms of this agreement past closing The Client has read this,4greement carefully and understands the terins hereof I HAVE READ THE ABOVE AGREENIENT BEFORE SIGNING IT. THE UNDERSIGNED CLIENT ACKNOWLEDGES THE RECEIPT OF A FULLY SIGNED COPY OF THIS AGREEMENT, By: Date: Restorical Research, LLC ok T By: Benjamin S. Pariser, Principal Date: May 29, 2025 Privileged and Confidential -2-