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HomeMy Public PortalAbout2016.03.10 Master Agreement for Litigation and Related Legal ServicesCounterpart White Peterson MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES Parties: CITY OF McCALL City 216 East Park Street McCall, Idaho 83638 WHITE, PETERSON, GIGRAY& White Peterson 5700 E. Franklin Rd, Ste. 200 NICHOLS, P.A. Nampa, Idaho 83687 THIS Master Agreement for Litigation and Related Legal Services (hereinafter referred to as "Agreement") is made this 10 day of March, 2016, between CITY OF McCALL, a municipal corporation organized 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"). SECTION 1 DEFINITIONS In additional to any 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: 1.1 Litigation Legal Services: means and refers to Litigation and Litigation Related Legal Services in defending and prosecuting matters in court or before administrative agencies involving personal injury, employment, construction, road design,policy liability, general municipal liability, property acquisition and eminent domain, water and wastewater matters, civil appeals, and worker's compensation. 1.2 City: means and refers to the City of McCall, a municipal corporation organized and existing by virtue of the laws of the state of Idaho and party to this Agreement. 1.3 City Reporting Officials: means and refers to Nathan Coyle, City Manager, the City of McCall's Public Works Director, City Clerk, Treasurer, and the Airport Manager. 1.4 White Peterson: means and refers to White, Peterson, Gigray & Nichols, P.A., a professional service corporation legally authorized to render legal services in the state of Idaho and party to this Agreement. MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 1 SECTION 2 RECITALS 2.1 The City has engaged in a Request for Statements of Qualifications for Legal Services specifically Litigation Legal Services to which White Peterson has responded; and 2.2 White Peterson has experience providing Litigation Legal Services; and, 2.3 Upon review of the responders to the Request For Statements of Qualifications for Legal Services For the City of McCall, the City Reporting Officials and the City Council deems it in the best interests of the City to list White Peterson as the qualified legal firm to provide Litigation Legal Services to the City on an as needed, case-by-case, or matter-by- matter basis in accordance with the terms and conditions of this Agreement to which White Peterson is agreeable. 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 3 SERVICES PROVIDED BY WHITE PETERSON Pursuant to the terms of this Agreement, White Peterson is hereby qualified and shall be selected on an as needed, case-by-case, or matter-by-matter basis to provide Litigation Legal Services as an independent contractor to the City of McCall in matters involving court or administrative agency actions either in the prosecution of City claims or in the defense of claims against the City not otherwise covered by the City's insurance in accordance with the following: 3.1 As authorized, directed and coordinated with: City Council; and, City Reporting Officials. 3.2 White Peterson will report to the City Reporting Officials and to the City Council. 3.3 Task Addendum to Master Agreement for Litigation and Related Legal Services: Each case or matter assigned to White Peterson pursuant to this Agreement shall be authorized by a Task Addendum to Master Agreement for Litigation and Related Legal Services approved by the City Council and White Peterson which will include any special covenants of the Parties related to that matter. MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 2 ARTICLE 4 PAYMENT FOR SERVICES The City agrees to pay White Peterson for services rendered pursuant to the terms of this Agreement as follows: 4.1 As compensation for Litigation and Litigation Related Legal Services, rates are set forth in Schedule A, which is attached and by this reference incorporated herein. 4.2 White Peterson agrees to maintain accurate monthly time records of all Litigation Legal Services provided by its attorneys and legal assistants (itemized by date, time allocated for task, attorney and/or legal assistant performing said services) and to provide the same to the City on a monthly basis. 4.3 City shall also reimburse White Peterson for out-of-pocket expenses and costs advanced such as filing fees, witness fees and costs, postage, etc.) incurred by White Peterson in the performance of Litigation Legal Services, as authorized by the City. 4.4 White Peterson shall provide the City with a monthly itemized invoice of all actual costs advanced and out-of-pocket expenses. 4.5 Provided a White Peterson invoice is received by the fifth(5th) day of the month, the City shall remit payment to White Peterson of that invoice by the first (1st) business day of the following month. 4.6 White Peterson shall provide the City with each monthly invoice a report regarding the Litigation Legal Services rendered. 4.7 In the event White Peterson incurs circumstances which will require Litigation Legal Services fees and/or costs or expenses beyond what has been reasonably anticipated in providing the Litigation Legal Services Fee and Expense then in that event White Peterson shall: 4.7.1 Provide the City written notice with its invoice of the circumstances including at the time of this Agreement the reason why the same were not anticipated. 4.8 In the prosecution of litigation matters which are supported by grant funding White Peterson will provide the City information to assist the City to obtain any needed additional grant funding. MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 3 ARTICLE 5 TERM 5.1 Term: The term of this Agreement shall commence March 10, 2016. 5.2 Termination of Agreement: The Agreement terminates upon the first of the following to occur: Mutual Agreement of the Parties; Thirty (30) days advance written notice; and/or, Upon completion of the acquisition of the Parcels. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF WHITE PETERSON White Peterson represents and warrants to City as follows: 6.1 Authority: White Peterson has the right, the power, the legal capacity, and the 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 and/or perform under this Agreement. 6.3 Corporate Status: White Peterson is a professional service corporation duly organized, validly existing and in good standing under the laws of the state of Idaho. White Peterson has all necessary corporate powers to enter into this Agreement. 6.4 Designated Primary Attorneys: White Peterson acknowledges that William F. Gigray, III is designated as the attorney shareholder with primary responsibility for directing White Peterson's providing Litigation 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, rules or regulations of any applicable court, or regulatory agency. 6.6 Non-Exclusive Agreement: White Peterson acknowledges that this Agreement shall not be interpreted to limit the City's authority to retain the services of other outside legal counsel to perform any of the same legal services whether as a result of the City's need for special expertise or otherwise. MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES -4 ARTICLE 7 INSURANCE For the purposes of this Agreement, White Peterson shall carry the following types of insurance in at least the per occurrence limits specified below: Coverage Limits of Liability Professional Liability (errors and omissions) 2,000,000.00 Worker's Compensation Statutory limits Employer's Liability 2,000,000.00 General Liability(bodily injury and/or property damage) 2,000,000.00 ARTICLE 8 GENERAL PROVISIONS 8.1 Attorney 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 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. 8.2 Binding Effect: This Agreement shall be binding upon the heirs, estates, personal representatives, successors, and assigns of the Parties. 8.3 Choice of Law: This Agreement will be interpreted in accordance with the laws and statutes of the State of Idaho. 8.4 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: CITY of MCCALL: WHITE PETERSON: Attention: Attention: Nathan Coyle, City Manager William F. Gigray, III City Hall White Peterson 216 East Park St. 5700 E. Franklin Road, Suite 200 McCall, Idaho 83638 Nampa, Idaho 83687-7901 8. 5 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. 8.6 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 MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 5 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. 8.7 Further Assurances: The Parties each for themselves do further covenant to the others to execute any and all other documents necessary to affect the transfers contemplated by this Agreement. 8.8 Time: Time is declared to be of the essence to this Agreement. 8.9 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. 8.10 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. 8.11 Handwritten Provisions: Handwritten provisions inserted in this Agreement and initialed by the Parties in ink shall control all typewritten provisions in conflict therewith. 8.12 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 this Agreement's subject matter. 8.13 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. 8.14 Amendments. This Agreement may not be amended, modified, altered, or changed in any respect whatsoever, except as provided in section 3.3 of this Agreement or by further agreement in writing duly executed by the Parties. MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. CITY OF McCALL By. ckie J. Ay on, M:yor ATTEST: I ASAP ,1.44.0, BessieJo Wagni,vity Cle// WHITE PETERSON GIGRAY NICHOLS, P... By: , 9 m. F. C igray, III fiirecte MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 7 SCHEDULE A LITIGATION AND LITIGATION RELATED LEGAL SERVICES Attorneys Litigation Hourly Rate Wm. F. Gigray, III 175 William F. Nichols 175 Davis F. VanderVelde 175 Matthew A. Johnson 175 William L. Punkoney 125 Brian T. O'Bannon 125 Legal Assistants Hourly Rate LeAnn Hembree 75.00 Regina Allen/Delivery and Errands 25.00 MASTER AGREEMENT FOR LITIGATION AND RELATED LEGAL SERVICES - 8