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Home My WebLink AboutURA RES 2024-12RESOLUTION NO. QOJ4 - (J- RESOLUTION AUTHORIZING THE APPROVAL AND EXECUTION OF THE AGREEMENT FOR LEGAL SERVICES WITH HILTY, BOWER, HAWS & SEABLE PLLC FOR FY2025 BE IT HEREBY RESOLVED by the Board of Commissioners of the Urban Renewal Agency of the City of Caldwell, Idaho for approval and execution of HBHS Legal Agreement for FY2025 PASSED BY THE Board Of Commissioners of the Urban Renewal Agency of the City of Caldwell, Idaho this 12th day of August 2024. _ APPROVED BY THE Chairman of the City of Caldwe 14ahb this 12th 2024. n Porter / Chairmen ATTEST: y Secretary AGREEMENT FOR AGENCY LEGAL SERVICES THIS AGREEMENT FOPh AGENCY LEGAL SERVICES (hereinafter "Agreement") is made and entered into this let day of �qUhjk_ , 2024, by and between the URBAN RENEWAL AGENCY OF THE CITY OF CAL`DWELL, IDAHO, an independent public body corporate and politic, of 205 S. 61' Ave, Caldwell, Idaho 83605 (hereinafter "Agency"), and HILTY, BOWER, HAWS & SEABLE, PLLC, an Idaho limited professional liability company, of 1303 12"' Avenue Road, Nampa, Idaho 83686 (hereinafter "HBHS"). RECITALS WHEREAS, Agency has a practical need to identify and retain legal counsel to perform general, civil legal services on its behalf; and WHEREAS, HBHS 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 HBHS 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 HBHS 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 follows, unless the clear context of the presentation of the same requires otherwise: (A) "Additional Legal Services" include the following categories of legal work: i. Legal work performed by HBHS in those cases where civil litigation has been filed (or is imminent) and one or more HBHS attorneys are "of record" in the case. ii. Legal work on unusual, non -routine legal tasks that involve significant attorney time and are not reasonably characterized as "routine legal services" or "general counsel" work. HBHS shall submit a separate engagement letter and obtain preapproval of services prior to billing Agency for such work. iii. Legal work performed by non-HBHS 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, HBHS will facilitate the selection of appropriate counsel AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE I with the approval of the Agency, monitor the matter, and keep the Chairman and Agency Commissioners advised as the matter. (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 1 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 HBHS. Pursuant to the terms of this Agreement, HBHS 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 HBHS 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 HBHS in performing the Retainer Legal Services, Agency shall pay HBHS the sum of SIX THOUSAND EIGHT HUNDRED DOLLARS ($6,800) per month commencing October 1, 2024. Subsequent retainer amounts may be adjusted on a fiscal 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, HBHS 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 HBHS at the request of the Agency City shall be paid at $200 per hour for attorneys and $100 per hour for paralegals. The current regular HBHS hourly rate is $250-$350 for partners, $190-225 for associates and $145-160 for paralegals. Adjustments to HBHS hourly rates may be approved and implemented through the annual budget process for each year this Agreement continues. i. Agency shall reimburse HBHS for actual out-of-pocket expenses but not ordinary office overhead or supplies, copying or postage, incurred by HBHS in the performance of legal services. ii. HBHS 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, 2024 and shall continue until terminated in accordance with Section 9, below. AGREEMENT FOR AGENCY LEGAL SERVICES - PAGE 2 6. REPRESENTATIONS AND WARRANTIES OF HBHS. HBHS represents and warrants to Agency as follows: (A) AUTHORITY. HBHS has the right, power, legal capacity and authority to enter into and perform its obligations under this Agreement. (B) NO PROHIBITION TO PERFORMANCE. There are no judgments, liens, actions, or proceedings existing or pending against HBHS which would materially affect HBHS's ability to enter into or perform under this Agreement. (C) ENTITY STATUS. HBHS is a professional limited liability company, 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. HBHS 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. HBHS 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. HBHS 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, HBHS shall carry the following types of insurance in at least the per occurrence limits specified below: Coverage Limits of Liability Workman's Compensation Statutory limits Employer's Liability $1,000,000.00 General Liability (bodily injury and/or property damage) $1,000,000.00 Professional Liability $2,000,000.00 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. AGREEMENT FOR AGENCY LEGAL SERVICES -PAGE 3 Agency shall also have the right to remove HBHS 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 HBHS in the manner set forth herein. In, the event of a termination, Agency shall remain responsible to pay HBHS 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. (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 Agency: Debbie Geyer Urban Renewal Agency of the City of Caldwell, Idaho 205 S. 6" Ave Caldwell, Idaho 83605 Notice to HBHS: Mark Hilty Hilty, Bower, Haws & Seable, PLLC 1303 — 121h Avenue Road Nampa, Idaho 83686 (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 AGREEMENT FOR AGENCY LEGAL SERVICES - PAGE 4 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 HBHS. HBHS 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. (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. [End of text. Signatures follow.] AGREEMENT FOR AGENCY LEGAL SERVICES - PAGE 5 MEMORANDUM TO: Caldwell Urban Renewal Agency Meeting Date August 12 , 2024_ AGENDA ITEM INFORMATION SUBJECT. Attorney Contract Approval Department Submittals X to mark Initials Building Department CDBG Clerk Attorney -City Finance Department x RN Human Resources & Zoning —Planning Fire Department Police Department Public Works Street Department Water Department WWTP Engineering Mapping COST IMPACT: $6,800 per month Parks and Recreation FUNDING SOURCE: URA -Airport Information Systems TIMELINE: FY2025 Golf Course OTHER: SUMMARY STATEMENT: Attorney services from Hilty bower Haws & Seable RECOMMENDED ACTION: Approval of the resolution