Legal Service - 2019 - Borton-Lakey / Interim Legal Representation And Counsel - 2/6/2019ORIGINAL
BORTON - LAKEY
LAW AND POLICY
141 E. CARLTON AVE., MERIDIAN, IDAHO 83642
(208) 908-441 5 (OFFICE) (208) 493-4610 (FAx)
LEGAL SERVICES ENGAGEMENT AGREEMENT
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`Phis Professional Services Agreement ("Agreement") is made by and between The City
of Eagle, Idaho, a Municipal Corporation, organized and existing under the laws of the State of
Idaho ("CITY"), and Borton-Lakey Law & Policy (referred to herein as "FIRM").
WHERAS, CITY desires to hire FIRM to provide professional legal services upon the
terms and conditions set forth herein in order to accomplish the applicable scope of services set
forth on "Exhibit A" attached hereto based upon the compensation terms set forth in "Exhibit B"
attached hereto, and
WHEREAS, FIRM desires to perform those services set forth on "Exhibit A" and agrees
to do so for the compensation set forth on "Exhibit B" and in accordance with the rights and
obligations set forth in this Agreement, and
WHERAS, CITY and FIRM enter into this Agreement in furtherance of the public
purpose, goals and objectives of the City and its Mayor and City Council,
NOW THEREFORE, for consideration, the parties agree as follows:
AGREEMENT
1. SCOPE OF WORK: FIRM agrees to perform those services for CITY as identified on
"Exhibit A" attached hereto and by this reference incorporated herein.
2. FEES: CITY agrees to pay FIRM for services rendered under this Agreement as
specified on "Exhibit B" attached hereto and by this reference incorporated herein.
3. TERM: This Agreement shall commence as of February 6, 2019 and shall remain in
effect until September 30, 2019. After this initial term, this Agreement will automatically renew
upon identical terms for successive one-year periods unless either party provides written notice
of their desire not to renew this Agreement prior to the automatic renewal or this Agreement is
otherwise terminated as provided herein.
City of Eagle: Legal Services Engagement Agreement (2019)
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4. INDEPENDENT CONTRACTOR RELATIONSHIP: FIRM is an independent FIRM
and is not an employee, partner, or joint venture of or with the CITY. CITY shall determine the
work to be done by FIRM, but FIRM shall determine the legal means by which it accomplishes
the work specified by CITY. FIRM agrees, however, that its other contracts and services shall
not interfere with its performance under this Agreement and that FIRM shall meet all deadlines
imposed by CITY.
5. RECORDS, ACCESS AND AUDITS: FIRM shall maintain complete and accurate
records with respect to costs incurred and labor expended under this Agreement. All such records
shall be maintained according to generally accepted accounting principles, shall be clearly
identified, and shall be readily accessible. Such records shall be available for review by CITY
representatives for two (2) years after final payment. Copies shall be made available to CITY
upon request.
6. FEDERAL, STATE AND LOCAL PAYROLL TAXES: Neither federal, state or local
income taxes, nor payroll taxes of any kind shall be withheld and paid by CITY on behalf of
FIRM or the employees of FIRM. FIRM shall not be treated as an employee with respect to the
services performed hereunder for federal or state tax purposes. FIRM understands that FIRM is
responsible to pay, according to law, FIRM's income tax. FIRM further understands that FIRM
may be liable for self-employment (Social Security) tax to be paid by FIRM according to law.
7. LICENSES AND LAW: FIRM represents that it possesses the requisite skill,
knowledge, and experience necessary, as well as all licenses required to perform the municipal
legal services under this Agreement and the scope of services identified in "Exhibit A".
8. FRINGE BENEFITS: Because FIRM is engaged in its own independently established
business, FIRM is not eligible for, and shall not participate in, any employee pension, health, or
other fringe benefit plans of CITY, if any.
9. INSURANCE AND WORKER'S COMPENSATION: FIRM shall at all times during
its Contract or Agreement with CITY maintain liability insurance in which CITY shall be named
as an additional insured in the minimum amounts as follows: General Liability ($1,000,000.00)
per incident or occurrence, Professional Liability/errors and omissions ($1,000,000.00)
aggregate, automobile liability insurance ($1,000,000.00) per incident or occurrence. The limits
of insurance shall not be deemed a limitation of the covenants to indemnify, save and hold
harmless CITY.
10. ENTIRE AGREEMENT: This Agreement, along with any and all Exhibits attached
hereto and incorporated herein by reference, contains the entire Agreement of the parties and
supersedes any and all other agreements or understandings, oral or written, whether previous to
the execution hereof or contemporaneous herewith.
City of Eagle: Legal Services Engagement Agreement (2019)
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11. GENERAL ADMINISTRATION AND MANAGEMENT: The Mayor of the CITY or
his/her designee shall be CITY's representative and shall oversee all services to be performed,
coordinate all communications, review and approve all invoices, and carry out any and all tasks
as may be required under this Agreement.
12. AMENDMENTS: This Agreement may be amended only in writing signed by both
CITY and FIRM.
13. ASSIGNMENT: It is expressly agreed and understood by the parties hereto that FIRM
shall not have the right to assign, transfer, hypothecate, or sell any of its rights under this
Agreement except upon the prior express written consent of CITY.
14. TERMINATION OF AGREEMENT: Either party has may terminate this Agreement
at any time, for any reason or no reason, by giving at least thirty (30) days' notice in writing to
the other party. Upon termination, FIRM shall be paid an amount for all work in progress that
has been completed as of the date of receipt of the notice of termination.
15. NOTICES: Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this Agreement, shall be in writing and be deemed communicated
when mailed in the United States mail, certified, return receipt requested, addressed as follows:
To CITY: To FIRM:
Mayor Victor Villegas or Joe Borton
City of Eagle Borton-Lakey Law and Policy
PO Box 1520 141 E. Carlton Ave.
660 E. Civic Lane Meridian, Idaho 83642
Eagle, Idaho 83616
15. NONWAIVER: Failure of either party to exercise any of the rights under this Agreement
or breach thereof shall not be deemed to be a waiver of such right or a waiver of any subsequent
breach.
16. APPLICABLE LAW: Any dispute under this Agreement or related to this Agreement
shall be decided in accordance with the laws of the state of Idaho with venue for any disputes to
occur exclusively in Ada County, Idaho.
17. SEVERABILITY: If any part of this Agreement is held unenforceable, the remaining
portions of the Agreement will nevertheless remain in full force and effect.
18. ATTORNEYS FEES: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief
as may be granted, to costs and reasonable attorneys' fees as determined by a court of competent
jurisdiction in the Fourth Judicial District of the State of Idaho. This provision shall be deemed
City of Eagle: Legal Services Engagement Agreement (2019)
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to be a separate contract between the parties and shall survive any default, termination, or
forfeiture of this Agreement.
19. DISPUTE RESOLUTION: In the event that a dispute arises between CITY and FIRM
regarding application or interpretation of any provision of this Agreement, the aggrieved party
shall promptly notify the other party to this Agreement of the specific dispute within ten (10)
days after such dispute arises. Nothing contained herein shall impair the right of termination set
forth in paragraph 14. If the parties shall have failed to resolve the dispute within thirty (30)
days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an
amicable manner by non-binding mediation prior to pursuing any rights or remedy at law or
equity.
IN WI`INESS WHEREOF, CITY and FIRM have executed this Agreement as of the
dates noted below.
CITY OF EAGLE FIRM
By:
Stan Ridgeway - Mayor
Date:
Atte
2-(g--/ 9
Eagle City Clerk
By:
Joe Borto
Date: U
6))
City of Eagle: Legal Services Engagement Agreement (2019)
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EXHIBIT A
Scope of Services
FIRM will serve as the City Attorney for the CITY and will provide legal representation and
counsel to the Mayor and City Council regarding all CITY business, operations, matters and
legal proceedings as directed by the CITY. As needed the CI'l'Y may hire specialized legal
counsel on specific matters requiring legal expertise,-oufside the -pc e.ssed- xeftbers�of-the y)77
City of Eagle: Legal Services Engagement Agreement (2019)
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EXHIBIT B
Payment of Fees
1 FIRM shall compile monthly work and expense records for all services provided
pursuant to this Agreement and shall provide each to the Mayor of CITY or his/her designee.
Each invoice shall specify charges as they relate to the tasks described the Scope of Work.
2 All invoices shall be paid by CITY within thirty (30) days of receipt of proper
invoice. Any invoice not timely paid by CITY shall bear interest at a rate of 12% per year.
3 FIRM shall keep accurate records of all time expended performing services
pursuant to this Agreement which shall be billed in an amount not to exceed the following
billable rate(s): $175.00 per hour for Senior Attorneys; $145.00 for Associates and $45 legal
assistants.
5 CITY shall not be responsible for the reimbursement of long-distance phone
charges, routine postage, computer assisted legal research such as Westlaw, and any mileage
within Ada County. Those costs for which CITY will reimburse FIRM are:
(i) Copy costs (when in excess of 100) at .15/page
(ii) Any administrative fees, court filing fees, incurred by the FIRM.
City of Eagle: Legal Services Engagement Agreement (2019)
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