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Home My WebLink AboutURA RES 2023-09RESOLUTION NO. 2023-'f'f1 A RESOLUTION OF THE URBAN RENEW AL AGENCY OF THE CITY OF CALDWELL, IDAHO APPROVING AND AUTHORIZING EXECUTION OF THE AGREEMENT FOR AGENCY LEGAL SERVICES WITH HAMILTON, MICHAELSON & HILTY, LLP AND PROVIDING FOR THIS RESOLUTION TO BE EFFECTIVE OCTOBER 1, 2023 THIS RESOLUTION is made on the date hereinafter set forth by the Urban Renewal Agency of the City of Caldwell, Idaho an independent public body corporate and politic, authorized under the authority of the Idaho Urban Renewal Agency Law of 1965, as amended, Chapter 20, Title 50, Idaho Code, a duly created and functioning Urban Renewal Agency for Caldwell, Idaho, hereinafter referred to as the "Agency;" and WHEREAS, pursuant to Idaho Code §50-2006(c) Agency is empowered to retain legal counsel and staff; and WHEREAS, Hamilton, Michaelson & Hilty, LLP is an Idaho law firm composed of multiple Idaho-licensed practicing attorneys with experience in urban renewal law, the Idaho Economic Development Act and associated issues. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE URBAN RENEW AL AGENCY OF THE CITY OF CALDWELL, IDAHO: Section 1: Agency hereby authorizes its Chairman to execute and perform that certain Agreement for Agency Legal Services between Agency and Hamilton, Michaelson & Hilty, LLP, a copy of which is attached as Exhibit A and incorporated by this reference. Section 2: That this Resolution shall be in full force and effect October I si, 2023. ADOPTED AND APPROVED THIS 101h day of July, 2023. ATTEST: '''''"""''''' �,,, � OF TIie 11�,, � 4�C .••••••.••• (}>,,. � � e:,v .• .... ,. � � � ..-:.otlPOt� •.,. � � -...., . "' .. ,. . --:: �: <��n ':.-iii: -:�--LJJ. • ... ·b-i\\ SEAL �l� '§ � .. .. � ., �· .. �� ·········:::a� � i2l ,,, '/J * 0". ,,, �� (f i11,,,, ,,,n,,,,,, SECRET/RY ---- WWTP OTHER: AGREEMENT FOR AGENCY LEGAL SERVICES THIS AGREEMENT FOR AGENCY LEGAL SERVICES (hereinafter "Agreement") is made and entered into this 10th day of July, 2023, by and between the URBAN RENEW AL AGENCY OF THE CITY OF CALDWELL, IDAHO, an independent public body corporate and politic, of 411 Blaine St., Caldwell, Idaho 83605 (hereinafter "Agency"), and HAMILTON, MICHAELSON & HILTY, LLP, an Idaho limited liability partnership of 1303 121h Avenue Road, Nampa, Idaho 83686 (hereinafter "HMH"). RECITALS WHEREAS, Agency has a practical need to identify and retain legal counsel to perform general, civil legal services on its behalf; and WHEREAS, HMH is a law firm composed of licensed, practicing attorneys in the state of Idaho and has significant experience in providing general, civil legal services; and WHEREAS, Agency has selected HMH to serve as Agency's attorney. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and intending to be legally bound hereby, the Agency and HMH covenant and agree, as follows: 1.INCORPORATION OF RECITALS. The parties agree that the foregoing Recitals are contractual and binding and are incorporated herein as if set forth in full. 2.DEFINITIONS. In addition to other definitions set forth in this Agreement, 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: AGREEMENT FOR AGENCY LEGAL SERVICES-PAGE 1 (A)"Additional Legal Services" include the following categories oflegal work: i.Legal work performed by HMH in those cases where civil litigation has been filed (or is imminent) and one or more HMH attorney is "ofrecord" in the case. ii.Legal work performed by non-HMH attorneys where highly- specialized attorneys are required. This may occur in connection with bonding and financing, environmental matters, water rights, or similarly specialized areas of law. When this occurs, HMH will facilitate the selection of appropriate counsel with the approval of the Agency, monitor the matter, and keep the Chairman and Agency Commissioners advised as the matter. Unless HMH attorneys are assigned as co-counsel in litigation, HMH will not charge Agency for time expended in monitoring matters handled by other counsel. (B)"Retainer Legal Services" shall include all reasonably necessary legal services required for the effective representation of Agency and applies to all services except those specifically identified in the definition of"Additional Legal Services." (C)"Fiscal Year" means and refers to Agency's fiscal year, now beginning October I and ending September 30 of each year. This definition shall be considered automatically amended in the event of an amendment of the fiscal year for Agency. 3.SERVICES PROVIDED BY HMH. Pursuant to the terms of this Agreement, HMH is hereby appointed by the Agency to perform all Retainer Legal Services for the Agency and such other Additional Legal Services approved by the Agency. 4.PAYMENT FOR SERVICES. Agency agrees to pay HMH for services rendered pursuant to the terms of this Agreement, as follows: (A)As compensation for all Retainer Legal Services, excluding all out-of-pocket expenses incurred by HMH in performing the Retainer Legal Services, Agency shall pay HMH the sum of SIX THOUSAND FOUR HUNDRED AND THIRTY-FIVE DOLLARS ($6,435) per month commencing October 1, 2023. Subsequent retainer amounts may be adjusted on a fiscal AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE 2 year basis through the annual budget process for each year this Agreement continues. Although the parties acknowledge that the Retainer Legal Services are provided on a flat-fee basis, HMH agrees to record and maintain accurate time records of all Retainer Legal Services provided by its attorneys (itemized by date and the attorney performing the services), and to provide the same to the Agency on a monthly basis. (B)Compensation for Additional Legal Services performed by HMH at the request of the Agency shall be paid at the regular HMH hourly rates for each attorney or paralegal, or at $195 per hour, whichever is less. The current regular HMH hourly rate is $250-$300 for partners, $195-$225 for associates and $90 for paralegals. Adjustments to HMH hourly rates may be approved and implemented through the annual budget process for each year this Agreement continues. i.Agency shall reimburse HMH for actual out-of-pocket expenses but not ordinary office overhead or supplies, copying or postage, incurred by HMH in the performance of legal services. ii.HMH shall provide the Agency with a monthly, itemized invoice of all Additional Legal Services performed, including all out-of-pocket expenses. 5.TERM. The term of this Agreement shall commence October 1, 2023 and shall continue until terminated in accordance with Section 9, below. 6.REPRESENTATIONS AND WARRANTIES OF HMH. HMH represents and warrants to Agency as follows: (A)AUTHORITY. HMH has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. AGREEMENT FOR AGENCY LEGAL SERVICES-PAGE 3 (B)NO PROHIBITION TO PERFORMANCE. There are no judgments, liens, actions, or proceedings existing or pending against HMH which would materially affect HMH's ability to enter into or perform under this Agreement. (C)ENTITY STATUS. HMH is a limited liability partnership, duly organized, validly existing, and in good standing under the laws of the State of Idaho, and has all necessary powers to enter into this Agreement. (D)MARK HILTY DESIGNATED PRIMARY ATTORNEY. HMH acknowledges that Mark Hilty is designated as the attorney partner with primary responsibility for providing legal services to the Agency pursuant to this Agreement. (E)PERFORMANCE OF SERVICES. HMH 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. (F)NON-EXCLUSIVE AGREEMENT. HMH acknowledges that this Agreement shall not be interpreted to limit the Agency's authority to retain the services of other legal counsel to perform any legal services, whether as a result of the Agency's need for special expertise or otherwise. 7.INSURANCE. For purposes of this Agreement, HMH shall carry the following types of insurance in at least the per occurrence limits specified below: AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE 4 Coverage Workman's Compensation Employer's Liability General Liability (bodily injury and/ or property damage) Professional Liability Limits of Liability Statutory limits $1,000,000.00 $1,000,000.00 $1,000,000.00 8.EXTENSION OF TERM OF AGREEMENT. This parties may mutually agree to renew or extend the term of this Agreement. 9.TERMINATION. This Agreement may be terminated upon mutual agreement of the parties. Either party may terminate this Agreement upon 30 days prior notice to the other party. Agency shall also have the right to remove HMH as Agency's attorney and terminate this Agreement, with or without cause, at any time, which termination shall be effective upon service of written notice to HMH in the manner set forth herein. In the event of a termination, Agency shall remain responsible to pay HMH for all services provided through the date of termination pursuant to the terms of this Agreement. 10.GENERAL PROVISIONS. (A)ATTORNEY FEES. If any action or proceeding is initiated to enforce or construe any provision of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from any party or parties against whom a judgment is entered, all reasonable attorney 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 AGENCY LEGAL SERVICES -PAGE 5 (B)BINDING EFFECT. This Agreement shall be binding upon the heirs, estates, personal representatives, successors, and assigns o_f 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 Agency: Debbie Geyer Urban Renewal Agency of the City of Caldwell, Idaho 411 Blaine St. Caldwell, Idaho 83605 Notice to HMH: Mark Hilty Hamilton, Michaelson & Hilty, LLP 1303 -12th Avenue Road Nampa, Idaho 83686 (E)PARA GRAPH 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 AGREEMENT FOR AGENCY LEGAL SERVICES-PAGE 6 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 (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 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. (J)NO ASSIGNMENT BY HMH. HMH shall not sell, assign, or transfer all or any portion of its interest in this Agreement at any time. (K)HANDWRITTEN PROVISIONS. Handwritten provisions inserted in this Agreement, and initialed by the parties in ink, shall control all typewritten provisions in conflict therewith. (L)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. (M)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. AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE 7 (N)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 executed this Agreement as of the day and year first above written. URBAN RENEW!!..!:��ENCY of the CITY of CALDWELL, IDAHO HAMILTON, MICHAELSON & HILTY, LLP ------------ By: MARK HILTY, P, AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE 8