Legal Service - 2019 - White / Peterson Legal Pathway Work Existing Pathway Easement To Eagle Island State Park - 2/12/20191-31-19
AGREEMENT FOR SPECIFIC PROJECT LEGAL SERVICES
Parties:
City of Eagle City 660 E. Civic Lane
P.O. Box 1520
Eagle, Idaho 83616
White, Peterson, Gigray & White Peterson 5700 E. Franklin Rd, Suite 200
Nichols, P.A. Nampa, Idaho 83687
THIS AGREEMENT FOR SPECIFIC PROJECT LEGAL SERVICES ("Agreement") is
made by and between the CITY OF EAGLE. a municipal corporation and existing by virtue of
the laws of the state of Idaho (hereinafter referred to as "City"), and WHITE, PETERSON,
GIGRAY & NICHOLS, P.A., an Idaho professional association (hereinafter referred to as
"White Peterson").
RECITALS
A. The City seeks to obtain easements for the construction and maintenance of pedestrian
pathways from the location of the existing pedestrian pathway to Eagle Island State Park
for which the City has requested White Peterson to provide Specific Project Legal
Services, which White Peterson is agreeable to provide, all in consideration of and in
accordance with the terms and conditions of this Agreement.
B. The City finds that it is in the best interest of the City to enter into this Agreement with
White Peterson for the provision of Specific Project Legal Services.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, and intending to be legally bound thereby, the City and White Peterson covenant and
agree as follows:
SECTION 1
INCORPORATION OF RECITALS
1.1 The Parties agree that the foregoing Recitals are contractual and binding and are
incorporated herein as if set forth in full.
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SECTION 2
DEFINITIONS
In addition to any other definitions set forth in this Agreement and for all purposes of this
Agreement, the following terms are defined and interpreted as herein provided for. unless the
clear context of the presentation of the same requires otherwise:
2.1 City: means and refers to City of Eagle, a municipal corporation organized and existing
by virtue of the laws of the state of Idaho and a Party to this Agreement.
2.2 Effective Date: means and refers to the date this Agreement becomes effective. which is
February 1, 2019.
2.3 Legal Assistants: means and refers to the following legal assistants of White Peterson.
to wit:
• Joan L. Howell
• LeAnn M. Hembree
2.4 Of Counsel Attorneys: means and refers to the following shareholder attorneys of White
Peterson. to wit:
• Terrence R. White
• William F. "Bud" Yost
2.5 Parties: means and collectively refers to the City and White Peterson.
2.6 Senior Municipal Attorneys: means and refers to the following shareholder attorneys of
White Peterson. to wit:
• Wm. "Bill" F. Gigray, 111
• William "Bill" L. Punkoney
• Matthew A. Johnson
• William "Bill" Nichols
• Jay J. Kiiha
2.7 Shareholder Attorneys: means and refers to the following shareholder attorneys of
White Peterson, to wit:
• Philip A. Peterson
• Brian T. O'Bannon
2.8 Specific Project Legal Services: means and refers to legal services limited to the review
of title information. legal descriptions. conduct negotiations and prepare legal documents
in coordination with City Staff [the Trails and Pathways Superintendent] and City
engineering services in order to enable the City to construct and then maintain a
pedestrian pathway from the location of the existing pedestrian pathway to Eagle Island
State Park.
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2.9 White Peterson: Means and refers to White, Peterson, Gigray & Nichols, P.A., an Idaho
Professional Service Corporation and Party to this Agreement.
SECTION 3
SERVICES PROVIDED BY WHITE PETERSON
3.1 Pursuant to the terms of this Agreement, White Peterson, as an independent contractor, is
hereby authorized by the City to provide Specific Project Legal Services.
SECTION 4
PAYMENT FOR SERVICES
City agrees to pay White Peterson for Specific Project Legal Services rendered pursuant
to the terms of this Agreement as follows:
4.1 Compensation for Specific Project Legal Services performed by White Peterson at the
request of the City shall be paid at the discounted hourly rates attached hereto as
Schedule A.
4.1.1 City shall also reimburse White Peterson for actual out-of-pocket expenses (such
as travel, filing fees, postage, etc.) incurred by White Peterson in the performance
of the Specific Project Legal Services, as authorized by the City.
4.1.2 White Peterson will provide the City with a monthly itemized invoice of all
Specific Project Legal Services performed (including all out-of-pocket expenses).
Provided the invoice is received by the tenth (I 0th) day of the month, the City
shall remit payment to White Peterson by the fifteenth (15th) business day of the
following month.
SECTION 5
TERM
5.1 The term of this Agreement shall be effective retroactive to the Effective Date, and shall
continue until either Party provides fourteen (14) days advance written notice terminating
this Agreement or until the Specific Project Legal Services are concluded whichever
occurs first.
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SECTION 6
REPRESENTATIONS AND WARRANTIES OF WHITE PETERSON
6.1 Authority: White Peterson has the right. power. legal capacity and authority to enter into
and perform its obligations under this Agreement.
6.2 No Prohibition to Performance: There are no judgments, liens. actions, or proceedings
existing or pending against White Peterson which would materially affect White
Peterson's ability to enter into or perform under this Agreement.
6.3 Corporate Status: White Peterson is a professional service corporation duly organized,
validly existing. in good standing under the laws of the state of Idaho and has all
necessary corporate powers to enter into this Agreement.
6.4 Designated Primary Attorney: White Peterson acknowledges that Wm. F. Gigray, III is
designated as the attorney who will be primarily providing the Specific Project Legal
Services to the City pursuant to this Agreement.
6.5 Performance of Services: White Peterson 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,
and/or regulations of any applicable regulatory authority or governmental body.
6.6 Insurance: For purposes of this Agreement, White Peterson will carry professional
liability insurance with coverage limits over $1.000.000.00 per occurrence. Certificate of
proof of insurance will be provided to the City.
SECTION 7
GENERAL PROVISIONS
7.1 Binding Effect: This Agreement shall be binding upon the heirs, estates. personal
representatives. successors. and assigns of the Parties.
7.2 Choice of Law: This Agreement will be interpreted in accordance with the laws and
statutes of the state of Idaho. Venue for any legal action will be in Ada County. Idaho.
7.3 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:
AGREEMENT FOR SPECIFIC PROJECT LEGAL SERVICES (PATHWAY EASEMENTS) - Page 4
(City of Eagle & White Peterson)
CITY OF EAGLE:
Sharon K. Bergmann
Steve Noyes
City of Eagle
Street address: 660 E. Civic Lane
Mailing address: P.O. Box 1520
Eagle. Idaho 83616
1-31-19
WHITE PETERSON:
Wm. F. Gigray. 111
White, Peterson, Gigray, & Nichols, P.A.
5700 East Franklin Road. Suite 200
Nampa, Idaho 83687
7.4 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.
7.5 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 invalidating the remainder of
such provision or the remaining provisions of this Agreement.
7.6 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
any 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.
7.7 No Assignment by White Peterson: White Peterson shall not sell, assign, or transfer all
or any portion of its interest in this Agreement at any time.
7.8 Handwritten Provisions: Handwritten provisions inserted in this Agreement, and
initialed by the Parties in ink. shall control all typewritten provisions in conflict
therewith.
7.9 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 terns of the
Agreement between the Parties with respect to its subject natter.
7.10 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.
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7.11 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.
IN WITNESS WHEREOF, the parties have herein executed this agreement and made it
effective as hereinabove provided. ,,�� ff
DATED AND SIGNED this / �ti day of �".P_ b rt Q t` .2019.
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°'° 0 : i'.AG 1 CITY OF EAGLE
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ATTEST:
Sharon K. Bergmann, City Clerk
WHITE, PETERSON, GIGRAY, &
NICHOLS, P.A.
By:
William F. Nichols, Managing Director
IV tflink,E'EugleCity ofI.L' galServices :Agreement 1-31-1911rdocs
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(City of Eagle & White Peterson)
SCHEDULE A
HOURLY RATES
1-31-19
$ Per Hour Rate
Senior Municipal Attorneys $180.00
Shareholder Attorneys $175.00
Of Counsel Attorneys $175.00
legal Assistants $90.00
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