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AGREEMENT THIS AGREEMENT is entered into to be effective the first day of October, 1991, by and between the CITY OF MOSCOW (CITY), and WILLIAM L. HERRINGTON (ATTORNEY) with its purpose being to pro vide legal services to the City. WITNESSETH: WHEREAS, the Mayor and City Council of the City of Moscow recognize the CITY'S ongoing need for legal services from counsel with experience in the field of municipal law; and, WHEREAS, the ATTORNEY has substantial local government law experience and the skills and resources to respond to the City's needs; NOW, THEREFORE, in consideration of the mutual promises contained herein, the CITY and the ATTORNEY agree as follows: 1. ATTORNEY SERVICES. A. The ATTORNEY will act as the CITY's primary legal coun sel in the following matters: a. Personnel Appeal, Ron Vietmeier b. Adamski; City c. Thompson City d. City Vietmeier and Thompson e. Cable TV Franchise Negotiations B. The ATTORNEY will assist the City Attorney in the fol lowing matters: a. Williams City b. Berman City C. The ATTORNEY may provide assistance on such other mat ters as may be added by written addendum to this agreement. The ATTORNEY shall provide a report accounting for hours spent on each project. The ATTORNEY shall make his best effort to provide the highest quality legal services necessary to meet the City's needs at the lowest possible expense. ATTORNEY will perform duties AGREEMENT; Page 1 ---PAGE BREAK--- assumed under this agreement in accord with standards of profes sional conduct in the legal profession. In accordance with such standards, time is of the essence in performance with the terms of this agreement. 2. NOT EXCLUSIVE. The agreement shall not be deemed ex clusive; the CITY retains full discretion to hire other legal counsel on any project. The parties recognize that the ATTORNEY also works for other government entities; the CITY waives such potential conflict of interest when such representation of another does not relate to a matter wherein ATTORNEY is repre senting CITY. 3. PAYMENT FOR SERVICES AND TERMS. The CITY hereby agrees to compensate the ATTORNEY for-regal services at the following rates: a. SERVICES. The parties contemplate that for the normal and routine services required the CITY shall compensate the ATTORNEY $55.00 per hour. b. LITIGATION. Litigation services {time spent in court or hearings) shall be compensated at the rate of $65.00 per hour. c. CABLE TV. Hours spent pertaining to the Cable Televi sion Franchise shall be compensated at the rate of $25. 00 per hour. f. PAYMENT. The CITY shall be billed on a basis for legal services. All bills shall accurately reflect the hours spent on City proj ects and other expenses. Bills for services shall be paid within 45 days. g. MISCELLANEOUS EXPENSES. The CITY hereby agrees to reimburse the ATTORNEY for the following other expenses: a. For travel expenses approved in advance by the Mayor. b. For long distance telephone calls made by the ATTORNEY on behalf of the CITY to third parties. c. For copy expenses at the rate of $.10 per copy. d. For such other expenses as the parties deem ap propriate as agreed to in advance of incurring such expenses. 4. DOCUMENTS. All documents and notes in the ATTORNEY'S files shall remain the property of the ATTORNEY. However, the Mayor and City Clerk shall have the right to view and obtain copies of all documents and paperwork prepared at CITY expense. AGREEMENT; Page 2 ---PAGE BREAK--- 5. TERM. This agreement shall be effective for a period of thirty days commencing on October 1, 1991, and shall continue on a basis thereafter. Either the CITY or the ATTORNEY may terminate this agreement by providing the other 30 days written notice of termination. 6. INDEPENDENT CONTRACTOR. The ATTORNEY agrees to perform the services specified herein as an independent contractor and shall remain responsible for expenses of self-employment and clerical assistance necessary to complete the duties set forth in this agreement except as set forth above. 7. PUBLIC OFFICIAL; LIABILITY. ATTORNEY shall be consid ered a public official functioning as the City's legal department under this contract. This agreement shall be governed and interpreted in accord ance with the laws of the State of Idaho. Jurisdiction for resolution of disputes arising from performance of this agreement shall rest with the courts of the State of Idaho with venue lying in Latah County. Should legal action be necessary to enforce the terms of this agreement, the prevailing party shall be entitled to its reasonable costs and attorney's fees. The ATTORNEY agrees that he will not bring suit against the CITY concerning events arising out of the performance of this agreement except for non-payment of compensation or for intentional wrongful conduct which harms the ATTORNEY. The City's right to recover against the ATTORNEY shall be limited to causes of action related to intentional conduct adverse to the City's interest, or to attorney's failure to perform duties assumed under this agreement. To the extent of other third party claims or causes of action, the CITY agrees to hold the ATTORNEY harmless and the ATTORNEY agrees to cooperate fully in the mutual defense of such claims or causes of action. The CITY will provide a defense for ATTORNEY to any third party action in the same manner and to the same extent as provided for employees pursuant to Idaho Code Section 6-903 with a subsequent right of recovery against ATTOR NEY limited by the provisions of this agreement. 8. ADDRESSES. Addresses of the parties for all purposes under this agreement shall be as follows: CITY OF MOSCOW P. 0. Box 9203 Moscow, ID 83843 WILLIAM L. HERRINGTON 410 S. Jefferson Moscow, ID 83843 Either party may, from time to time, change their address by giving the other party written notice. 9. SEVERABILITY. In the event that any provision of this agreement shall be held unenforceable or invalid by a court of AGREEMENT; Page 3 ---PAGE BREAK--- competent jurisdiction, the provision not affected by said deci sion shall remain in full force and effect. IN WITNESS WHEREOF, the CITY, by and through its Mayor and City Clerk, and the ATTORNEY have set t respective hands on this agreement the 7 day of , 1991. Attest: (seal) City Clerk ATTORNEY: AGREEMENT; Page 4