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Legal Service - 2017 - Boise City / Civil Matters Legal Service - 2/28/2017AGREEMENT FOR THE PROVISION OF PROFESSIONAL LEGAL SERVICES This Agreement for the Provision of Professional Legal Services ("Agreement") is made this . ,;2! -day of P. tomo rr . 2017, by and between the CITY OF EAGLE, a municipal corporation organized and eating by virtue of the laws of the state of Idaho ("Eagle"), and the Boise, Office of the City Attorney ("BOCA"). Either BOCA or Eagle may be individually referred to as a "Party" or both collectively as the "Parties." RECITALS WHEREAS, Eagle and BOCA have an existing contract for city prosecutor/criminal legal services effective October 1, 2016, through September 30, 2017; and WHEREAS, the Parties wish to enter into another professional services agreement for the specific purpose of having BOCA provide legal services, on a case-by-case basis, for civil matters excluding civil litigation to the extent that Eagle's primary legal counsel for these services is precluded from representing Eagle by the Idaho Rules of Professional Conduct; and WHEREAS, notwithstanding this Agreement, the parties understand and agree that BOCA's primary client is the city of Boise City, that Eagle's representation is secondary, and that BOCA will not provide any professional services to Eagle in the event such representation of Eagle would pose an actual or apparent conflict with the city of Boise City in accordance with the Idaho Rules of Professional Conduct or Boise City's laws, policies, or regulations. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants herein contained, the Parties agree as follows: 1. INCORPORATION OF RECITALS. The parties agree that the foregoing Recitals are contractual and binding and incorporated herein as if set forth in full. 2. SERVICES PROVIDED. Pursuant to the terms of this Agreement, BOCA is hereby appointed by Eagle to provide legal services, on a case-by-case basis, for civil matters excluding civil litigation, but only to the extent that Eagle's primary legal counsel for these services is precluded from representing Eagle in accordance with the Idaho Rules of Professional Conduct and BOCA is not precluded from representing Eagle by the Idaho Rules of Professional Conduct or Boise City's laws, policies, or regulations. These services may include, but are not limited to, providing advice and counsel on AGREEMENT FOR LEGAL SERVICES — Page 1 legal matters affecting Eagle, performing legal research, negotiating contracts and drafting contracts, correspondence and other legal documents as may become necessary. 3. ACCEPTANCE OF MATTERS. BOCA shall provide services in BOCA's sole and absolute discretion and nothing herein shall require BOCA to accept a matter if BOCA determines that representation of Eagle in the matter is not in BOCA's or Boise City's best interest. BOCA will not provide legal services under this Agreement if there is an actual or apparent conflict with BOCA's primary client, the City of Boise, or an ethical conflict, actual or apparent in accordance with the Idaho State Bar's Idaho Rules of Professional Conduct or Boise City's laws, policies, or regulations. 4. PAYMENT FOR SERVICES. Eagle agrees to pay BOCA for services rendered pursuant to the terms of this Agreement as follows: a. As compensation for all legal work performed pursuant to this Agreement, Eagle shall pay BOCA $125 per hour. b. Payment shall be paid by Eagle to BOCA on or before the 20th day of the following month. 5. TERM. The term of this Agreement shall commence on the date signed below and shall continue until the end of Eagle's current Fiscal year, September 30, 2017, subject to renewal or extension as set forth in this Agreement. b. REPRESENTATIONS AND WARRANTIES OF BOCA. BOCA represents and warrants to Eagle as follows: a. Authority. BOCA has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. AGREEMENT FOR LEGAL SERVICES — Page 2 b. Performance of Services. BOCA agrees to perform all of the services and work set forth in this Agreement in a timely, efficient, and professional manner in accordance with the terms of this Agreement and in compliance with existing laws, ordinances, rules, or regulations of any applicable regulatory authority or governmental body. c. Non-Exclusive Agreement. BOCA acknowledges that this Agreement shall not be interpreted to limit Eagle's authority to retain the services of outside legal counsel to perform any legal services, whether as a result of Eagle's need for special expertise or otherwise. 7. POSSIBLE EXTENSION OF TERM OF AGREEMENT. The parties may mutually agree to renew or extend the term of this Agreement; however, any such renewal or extension must be in writing signed by both parties. 8. TERMINATION. This Agreement may be terminated by either party, with or without cause upon thirty (30) days' written notice. In the event of a termination, Eagle shall remain responsible to pay BOCA for all services provided through the date of termination pursuant to the terms of this Agreement. 9. GENERAL PROVISIONS. a. Attorney's Fees. If any action or proceeding is instituted to enforce or construe any provision of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from any part or parties against whom a judgment is entered, all reasonable attorney's fees and costs incurred by the prevailing party in connection with such action or proceeding in addition to such other relief to which such prevailing party is entitled. AGREEMENT FOR LEGAL SERVICES — Page 3 b. Binding Effect. This Agreement shall be binding upon the heirs, estates, personal representatives, successors, and assigns of the parties. c. Choice of Law. This Agreement will be interpreted in accordance with the laws and statutes of the state of Idaho. d. Notices. Any notice under this Agreement shall be in writing and shall be treated as duly delivered if the same is personally delivered or deposited in the United States Mail, certified, return receipt requested, postage prepaid, and properly addressed as follows: Notice to Eagle: Stan Ridgeway, Mayor Eagle City Hall 660 E. Civic Lane Eagle, Idaho 83636 Notice to Boise: Robert B. Luce, Boise City Attorney City Hall 150 N. Capitol Boulevard P. O. Box 500 Boise, Idaho 83701-0500 e. Paragraph Headings. The paragraph headings of this Agreement are for clarity in reading and not intended to limit or expand the contents of the respective paragraphs f. Partial Invalidity. Whenever possible, each provision of this Agreement shall be interpreted in such a way as to be effective and valid under applicable law. If a provision of this Agreement is prohibited by, or invalid under applicable law, it shall be ineffective only to the extent of such prohibition or invalidity, without AGREEMENT FOR LEGAL SERVICES — Page 4 invalidating the remainder or such provision or the remaining provisions of this Agreement. g. Time. Time is declared to be of the essence to this Agreement. h. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referenced in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. i. No Assignment by BOCA. BOCA shall not sell, assign, or transfer all or any portion of its interest in this Agreement at any time. j. Entire Agreement. This Agreement supersedes all prior agreements between the parties with respect to its subject matter, and constitutes (along with the other documents referred to in this Agreement) a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. k. Execution and Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original agreement, but all of which shall be considered one instrument. 1. Amendments. This Agreement may not be amended, modified, altered or changed in any respect whatsoever, except by further agreement in writing duly executed by the parties. AGREEMENT FOR LEGAL SERVICES — Page 5 IN WITNESS WHEREOF, the parties have executed this Agreement on this0:a day of 2017. CITY OF EAGLE BY: Mayor Stan Ridg ATTEST: BY: 1 L Q 9 . •& /},0/1"✓ City Clerk CITY OF BOIS By: rl Robe B. Luce, Boise City Attorney AGREEMENT FOR LEGAL SERVICES — Page 6