Legal Service - 2021 - Legal Service Agreement Between The City Of Eagle And MSBT - 8/25/2021 LEGAL SERVICES AGREEMENT FOR
CITY OF EAGLE
THIS AGREEMENT is made between City of Eagle (hereinafter referred to as "Clients"
or "City of Eagle"), and the law firm of MSBT LAW CHTD, 7699 W. Riverside Drive, Boise,
Idaho 83714 (hereinafter referred to as "MSBT" or "Attorneys"). The purpose of this
Agreement is to outline services to be provided by MSBT and to establish a corresponding
compensation structure.
1. Description of Services
MSBT will serve City of Eagle as Special Legal Counsel and undertake work to represent
City of Eagle assisting with land use matters in the Foothills Development Sub-Area within the
2017 Eagle Comprehensive Plan. Cherese D. McLain will be the main contact for MSBT.
2. Period of Agreement
The term of this Agreement shall commence immediately upon signing, and shall
continue until terminated by either party as set forth in paragraph 8 of this Agreement. The
parties may, however, upon the written request of either party, renegotiate any of the terms of
this agreement, with any mutually agreed-upon changes to take effect as specified.
3. Compensation
For all legal representation under this Agreement, Attorneys will calculate fees on an
hourly basis.
The Firm shall be compensated at an hourly rate for services performed. The hourly rate
for work performed by Partners will be $235.00 per hour, Associates $175.00 per hour and
paralegals will be billed at a rate of$80.00 per hour.
Attorneys shall also be reimbursed for all reasonable expenses related to the performance
of services outlined above including, but not limited to, mileage, meals, lodging, postage and
shipping, legal research (including electronic research), printing, copying, telephone, long
distance and other charges normally associated with the provision of professional services.
Attorneys will, within approximately the first fifteen (15) days of each month, submit a
monthly summary of activities,total hours, and expenses for the preceding month.
4. Reporting and Communication
MSBT will communicate with the Clients and the City Attorney as the need indicates and
as otherwise requested by the Clients and the City Attorney throughout the duration of this
Agreement. Similarly, Clients shall timely communicate with Attorneys as questions arise, as
information becomes available or as circumstances change regarding the matters covered by this
Agreement. Material actions taken by MSBT will be reviewed with the Clients prior to
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implementation unless some unforeseen or emergency circumstance arises where action by
Attorneys is necessary without Client's prior review.
In addition to the above-described communication process, the Clients agree: (1) to
promptly communicate with the Attorneys and advise them of any changes in goals or
expectations in any task or work requested by Clients, litigation and/or representation, concerns
about the existence or disclosure of privileged communications, and any material factual
developments that could influence the outcome or strategic posture of any litigation and
representation; (2) to abide by, and make reasonable efforts to ensure compliance with any
instructions provided by the Attorneys regarding strategic matters and communications with the
media or the general public regarding any work, litigation and/or representation; and (3) to
vigorously protect and defend the attorney-Clients privilege, attorney work-product privilege,
and other protections covering communications between the City of Eagle and the Attorneys that
are conducted in confidence and address matters pertaining to any work, litigation and/or
representation.
5. Confidentiality
All information gathered by or provided to Attorneys in the performance of
responsibilities set out in this Agreement will remain confidential throughout the term of the
Agreement and after the Agreement has terminated except as required to accomplish the goals of
the City of Eagle.
6. Authority
The signatories to this Agreement represent that they are authorized to enter into this
Agreement on behalf of their respective organizations.
7. Conflicts of Interest
As legal counsel to Clients, Attorneys will refuse any new representation which conflicts
with the known interests of a current Clients. On rare occasions, conflicts develop among the
interests of existing Clients; in those cases, Attorneys will make every effort to resolve the
conflicts in such a way as to allow uninterrupted representation for Clients. Attorneys do not
anticipate any issue arising under this Agreement that would require Attorneys to advise Clients
regarding issues involving any Idaho local government entity or other Clients, but Clients
understands that Attorneys, due to other Client relationships, may be unable to file a lawsuit
against any Idaho local government entity or the state of Idaho on behalf of Clients.
Client acknowledges that Attorneys represent Idaho governmental, quasi-governmental
entities, and private entities. Attorneys have evaluated the possible interests of each of these
Clients as they may relate to representation of Clients, and have concluded that Attorneys can
reasonably undertake representation of Clients and any or all of these parties without adverse
effect to the interests of any of the affected parties. In the event Attorneys determine they can
no longer conduct representation of Clients and one or more other Clients without adverse effect
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to the interests of one or more of the Clients, Attorneys will immediately advise all affected
Clients and will take such measures as are necessary to protect the interests of the parties and to
provide representation for all parties in a manner that is appropriate under the applicable Rules of
Professional Conduct.
8. Termination
Either party may terminate this Agreement at any time. In such case, Attorneys shall, as
soon as practicable, submit a summary of outstanding fees and expenses, which shall be due and
payable within thirty (30) days of its receipt by Clients.
9. Arbitration
If at any time during the term of this Agreement any claim, dispute, difference, or
disagreement arises regarding the performance of this Agreement, any project, assignment, task
order, payment invoices or related matters, the City of Eagle and MSBT agree that binding
arbitration shall be the sole and exclusive remedy for resolution of said claims. Any claim,
dispute, difference or disagreement shall be referred to a single arbiter, agreed upon by the
parties. If no single arbiter can be agreed up by the parties, an arbiter or arbiters shall be selected
in accordance with the rules of the American Arbitration Association. Such claim, dispute,
difference or disagreement shall be settled in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award rendered by the
arbiter(s) may be entered in any court having jurisdiction thereof. Any disputes between the
parties arising under this Agreement shall be governed by the laws of the State of Idaho.
Nothing herein limits the ability of the parties to enter into mediation proceedings to
settle said dispute, difference or disagreement prior to engaging in arbitration proceedings so
long as mediation is conducted upon the mutual written agreement of both parties.
10. Notice
Notice under this Agreement shall be in writing and shall be effective when actually
delivered. If mailed, notice shall be deemed effective forty-eight (48) hours after mailing as
registered or certified mail postage prepaid, directed to the other party at the address set forth
below or such other address as the party may indicate by written notice to the other.
MSBT Law, CHTD City of Eagle
7699 W. Riverside Dr. 660 E. Civic Lane
Boise, ID 83714 Eagle, ID 83616
11. Entire Agreement
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This Agreement contains the entire understanding between and among the parties and
supersedes any prior understandings and agreements among them respecting the subject matter
of this Agreement.
12. Good Faith, Cooperation and Due Diligence
The parties hereto covenant, warrant and represent to each other good faith, complete
cooperation, due diligence and honesty in fact in the performance of all obligations of the parties
pursuant to this Agreement. All promises and covenants are mutual and dependent.
13. Savings Clause
If any provision of this Agreement, or the application of such provision to any person or
circumstance, shall be held invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held invalid, shall not be
affected thereby.
14. Counterparts
This Agreement may be executed in several counterparts and all so executed shall
constitute on Agreement, binding on all the parties hereto even though all the parties are not
signatories to the originals or the same counterpart.
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IN WITNESS WHEREOF, the parties have set their hands the date and year first above
written.
CLIENTS MSBT LAW CHTD.
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JAS N IERCE,MAYOR CHERESE D.MCLAIN, SHAREHOLDER
CITY EAGLE
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IN WITNESS WHEREOF, the parties have set their hands the date and year first above
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CLIENTS MS A CHTD.
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