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RETAINER AGREEMENT THIS AGREEMENT is entered into on the :A day of , 1997, between Idaho Counties Risk Management Program, Underwriters RMP"), and City of Moscow, Idaho, a municipal corporation of the State of Idaho ("City"). WHEREAS, CITY is defendant in a lawsuit entitled LLF, Inc. and James B. Swift v. City of Moscow, CV97-00399, currently pending in the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah; and WHEREAS, a full, complete and urueserved defense tendered to ICRMP by CITY has been accepted and extended to CITY; and WHEREAS, because of the complicated and peculiar nature of the litigation, it is in the best interests ofiCRMP to retain the City Attorney's Office of the City of Moscow, Idaho a counsel for the defense of the above-referenced lawsuit which is within the coverage extended to CITY by ICRMP; and WHEREAS, ICRMP agrees that it is desirable for the City Attorney's Office of the City of Moscow, Idaho to defend the above-referenced lawsuit, even though there is a potential legal conflict between ICRMP and CITY; NOW, THEREFORE, ICRMP and CITY agree as follows: I. Randall D. Fife and his staff at City Attorney's Office of Moscow, Idaho, will commence representation of this case for ICRMP once CITY receives a signed copy of this Agreement from ICRMP. 2. The services to be performed by the City Attorney's Office of the City of Moscow, Idaho, are the usual and customary services proffered by defense counsel in insurance defense matters and in the case of the type related to the la,.vsuit discussed herein. 3. Services to be rendered in defense of the above-referenced lawsuit will comport as closely as practicable to guidelines contained in pages 63 through 69 of ICRMP's Litigation Management Procedures, the receipt of which is acknowledged by the CITY. 4. ICRMP agrees to pay the CITY the amount of Eighty-Five Dollars ($85.00) per hour for services rendered in defense of the above-referenced litigation and for costs as outlined in ICRMP's Litigation Management Procedures, pages 61 through 69, unless other costs are approved to be incurred by ICRMP. RETAL'IER AGREEMENT Page 1 97-31 ---PAGE BREAK--- 5. ICRMP agrees to fully cooperate with the CITY and to provide information that will help the CITY achieve litigation goals. 6. CITY agrees to keep ICRMP informed about developments and as set out in ICRMP's Litigation Management Procedures, pages 61 through 69. 7. ICRMP has been informed by the City Attorney of the City of Moscow, Idaho, that there may be future dispute or litigation against ICRMP for ICRMP's failure to defend the lawsuit entitled Vernon P. Stevens v. Latah Federal Credit Union and City of Moscow, CV96-00695, currently pending in the District Court of the Second Judicial District of Idaho, in and for the County of Latah, and that there may be other disputes involving coverage or other issues between the CITY and ICRMP. 8. During the entire pendency of the CITY's representation of ICRMP in the LLF, Inc. and James B. Swift v. City of Moscow litigation, ICRMP knowingly and voluntarily waives any and all current and future conflicts of interest and agrees to discuss any and all conflicts of interest as they arise before the CITY agrees to eontinue its representation of ICRMP. 9. ICRMP and CITY agree that, prior to litigation, discussions will occur in order to avoid such litigation and also that discussions will take place regarding the future of litigation in the case for which this Retainer Agreement has been drafted. 10. ICRMP may terminate CITY's representation at any time for any reason but agrees to pay fees earned and expenses paid by the CITY prior to the date of such written notice of termination. I 1. CITY agrees that it may stop representing ICRMP if ICRMP fails to fulfill this Agreement or if permitted or required to by the Idaho Rules of Professional Responsibility or related rules or statutes. 12. CITY must notify ICRMP of its intention to withdraw from representing it in writing. Withdrawal may be necessitated by a case load requiring such withdrawal, a conflict of interest arising from coverage of other disputes, lack of time to adequately develop the litigation, or similar reasons. 13. ICRMP agrees to pay the CITY for all fees earned and expenses paid prior to the date of withdrawal. 14. ICRMP has read the letter of August 5, 1997, sent by Moscow City Supervisor Gary J. Riedner and agrees to its contents. 15. THIS AGREEMENT is the entire Agreement between the CITY and ICRMP regarding the CITY's legal representation of ICRMP in the case referred to herein. RETAINER AGREEMENT Page2 ---PAGE BREAK--- 16. The termÔ of this Agreement may only be modified in writing, signed by both ICRMP and CITY. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. B a J Riedner, as uthorized Representative of City of Moscow, Idaho ACKNOWLEDGMENTS STATE OFIDAHO ) ) ss. COUNTY OF LATAH ) On this day of , 1997, before me, a Notary Public in and for said State, appeared Gary J fRiedner, as duly authorized representative of the City of Moscow, Idaho, known to me to be the person named above and acknowledged that he executed the foregoing RETAINER AGREEMENT Notary 'Public for the State of Idahb Residing at 'lj;?rNL. My commission expires_. Page3 ---PAGE BREAK--- STATE OFIDAHO ) ) SS. COUNTY OF ADA ) "7 · On this day of DAQ , 1997, before me, a Notary Public in and for said State, appeared Ro · W. McCammon, as duly authonzed representative of Idaho Counties Risk Management Program, Underwriters, known to me to be the person named above and acknowledged that he executed the foregoing Retainer\sr RETAINER AGREEMENT Notary u 1c A Residing My commission expires=_:p.!l.-'-j-.WL.l.1"'- Page4