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HomeMy WebLinkAbout5-8-26.Trust - Professional Legal Services AgreementPROFESSIONAL LEGAL SERVICES AGREEMENT This Professional Legal Services Agreement (“Agreement”) is made this 8 day of May 2026 by and between the City of Merdian Employee Benefits Trust (“Trust”), a Self-Funded Health Care Plan and Gravis Law, PLLC (“Gravis”) for the provision of professional legal services by Gravis to the Trust on the following terms. Legal Services to be Provided: Attend all Board of Trustees’ meetings and committee meetings, unless otherwise requested or directed, and prepare or assist in preparation of minutes, motions, and resolutions. Consult with the Trustees and other Trust advisers with respect to questions and issues arising in connection with the regular daily administration of the Trust and benefit plans. Upon request, provide legal opinions to the Trustees regarding interpretation of the Trust Agreement, benefit plan, and other working documents. Assist the Trustees and other Trust advisers in resolving legal issues in administration of the Trust and benefit plans and advise the Trustees regarding their legal obligations in such matters. Review Trust documents, records, and procedures to ensure compliance with relevant and applicable state and federal statutes, rules, and regulations and other applicable legal obligations. Review the Trust’s working agreements and documents, including, but not limited to, Trust Agreements, benefit plan documents, and insurance contracts and draft any necessary amendments, modifications, or revisions to such documents. Prepare, or assist in the preparation of, all documents and forms required by applicable statutes, rules, and regulations, including, but not limited to, annual reports, schedules, notices, summary plan descriptions, and summaries of material modifications. Review for legal sufficiency all Trust policies and procedures, including, but not limited to, investment policies, benefit review and claim appeal procedures, expense reimbursement policies, and similar policies and procedures. Recommend amendments, modifications, revisions, and other changes to existing policies and procedures, or the adoption of new policies and procedures, to ensure compliance with new regulatory requirements or to meet current requirements and conditions. Draft any necessary documents to effectuate the foregoing. Upon request, participate in discussions and meetings with representatives of bodies that regulate, or are interested in, the operation and administration of the Trust, including, but not limited to, the State of Idaho Department of Insurance, the U.S. Department of Labor, and the Internal Revenue Service. Upon request, coordinate, assist, and participate, as appropriate, in all Trustee hearings, including, but not limited to, participant benefit reviews and claim appeals. This Agreement does not cover legal services for litigation, arbitration, or mediation before a third-party. Any such services, if required, will be negotiated separately. TERM AND TERMINATION This Agreement will commence on the date of approval by execution by Trust and will continue month-to-month until terminated by either Trust or Gravis by providing thirty (30) days’ written notice of termination to the other party. COMPENSATION The Trust will pay the following hourly rates for work performed under this Agreement: Allan Bosch, Senior Attorney: $300.00/hr. Michael Pogue, Senior Attorney: $300.00/hr. Christopher Fielder, Intern: $225.00/hr. Chasity Lambrecht, Paralegal: $150.00/hr. Subject to the Trust’s approval, Gravis may utilize other professionals of Gravis including, but not limited to, other attorneys or paralegals, at an hourly rate consistent with the rates for the attorneys and paralegal listed above. Fees will be capped at $30,000 per year, unless otherwise agreed in writing by the parties. In the event that the cap is reached in a given year, Gravis shall cease delivering services until an agreement to increase such cap is reached. BILLING Gravis will submit an invoice to Trust for services as completed and no more frequently than once per month. Each invoice shall contain the following information: A list of each person who performed services under this Agreement during the Billing Period, the date on which those services were performed, the number of hours worked by each person, and a description of the work performed during those hours. The number of hours worked by each person performing services under this Agreement shall be recorded in hours, and for portions less than an hour, in six (6) minute increments. The dollar amounts attributable to each person performing services under this Agreement shall be in accordance with the rates established in the “COMPENSATION” provision above. All billing records of Gravis shall be kept in accordance with sound accounting principles. Trust and/or its agent will review each invoice, and Trust will use its best efforts to complete this review in a timely manner. Trust reserves the right to request clarification of any invoice, and to deny payment of any item which it determines to be inconsistent with the terms set forth in this Agreement. PAYMENT Trust will use its best efforts to secure payment for the services performed pursuant to this Agreement within thirty (30) days after Trust receives Gravis's invoice. DOCUMENT OWNERSHIP All documents and records produced by Gravis under this Agreement, without limitation, shall become and remain the property of Trust. Trust shall have the right to use such documents and records without restriction or limitation and without further compensation to Gravis. CONFIDENTIALITY Any information obtained by Gravis from Trust in connection with this Agreement shall be kept confidential unless disclosure of such information to third parties is in advance and in writing by Trust. Notwithstanding the foregoing, and unless otherwise directed by Trust, Gravis may disclose information, as necessary during performance of this Agreement, to consultants or other independent contractors retained by Trust. MODIFICATIONS TO THE AGREEMENT Unless otherwise provided in this Agreement, modifications relating to the nature, extent, or duration of Gravis's professional services to be rendered hereunder shall require the prior written approval of Trust. Any such written approval shall be deemed to be a supplement to this Agreement and shall specify any changes in the Legal Services to be Provided and/or the agreed-upon billing rates to be charged by Gravis and paid by Trust. INDEMNIFICATION Gravis shall indemnify, hold harmless and defend Trust, its officers, agents, employees, and volunteers from and against all claims and losses, costs, or expenses for any damage due to death or injury to any person and injury to any property resulting from any intentional, reckless, or negligent acts, errors, or omissions of Gravis in the performance of this Agreement. INDEPENDENT CONTRACTOR No employment relationship is created by this Agreement. In all matters pertaining to this Agreement, Gravis shall be acting as an independent contractor. Neither Gravis nor Gravis’s employees or agents will be deemed an employee of Trust and shall not be entitled to participate in any retirement plan, insurance, bonus, or other similar benefits provided to Trust employees. INSURANCE REQUIREMENTS Gravis certifies that Gravis is an independent contractor and shall acquire and maintain, throughout performance of this Agreement, the following insurance coverage: General Liability Certificate of Insurance at $1,000,000, naming Trust as an additional insured. Professional Liability Insurance (Errors and Omission) with a minimum limit of $1,000,000. Workers Compensation and Employers Liability Insurance of $1,000,000. The limits of said insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless Trust. If Trust becomes liable for an amount that exceeds the insurance limits herein provided, Gravis covenants and agrees to indemnify and hold harmless Trust from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. NO CONFLICT OF INTEREST Gravis covenants that Gravis neither has nor will acquire any interest, direct or indirect, which may in any manner conflict with Gravis’s performance under this Agreement unless such conflict is waived in writing by Trust. Gravis further covenants that no person having such an interest will be employed by Gravis during the performance of this Agreement unless such conflict is waived by Trust. Gravis covenants that all conflicts existing at the time of executing the Agreement have been disclosed. NONDISCRIMINATION In the performance of this Agreement, Gravis shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, sexual orientation, national origin, medical condition, or any other unlawful basis. NOTICES All notices will be treated as duly delivered if the notice is personally delivered or deposited by postage paid, certified mail, with a return receipt requested, with the appropriate addresses as follows: Trust: Gravis: City of Meridian Employee Benefits Trust Gravis Law, PLLC Attn: Trust Chair Attn: Allan Bosch 33 E. Broadway 205 N 10th St, Meridian, ID 83642 4th floor, Attn: Human Resources Boise, ID 83702 With Copy to: Gravis Law, PLLC Attn: _____________ ________________ ________________ Either party may change the address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. NO ASSIGNMENT OR DELEGATION This Agreement contemplates the personal professional services of Gravis. Neither this Agreement nor any portion thereof shall be assigned or delegated without the prior written consent of Trust. Trust reserves the right to reject without cause any such assignment. ENTIRE AGREEMENT This writing represents the entire and integrated Agreement between Trust and Gravis and supersedes all prior negotiations, representations, or agreements, either written or oral. SEVERABILITY If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. AMENDMENTS This Agreement may not be amended, modified, altered, or changed in any respect whatsoever, except by writing, executed by both parties. APPLICABLE LAW, JURISDICTION AND VENUE This Agreement and Gravis's obligations and services hereunder must be performed in compliance with all applicable federal, state, and local laws. The interpretation and enforcement of this Agreement shall be pursuant to the laws of the state of Idaho. Any action of law, suit in equity, or judicial proceeding for the enforcement of this Agreement, or any provisions thereof, shall be instituted and maintained only in any of the courts of competent jurisdiction in Ada County, Idaho. IN WITNESS WHEREOF, the parties have signed this Agreement to be effective as of the last day written below. _____________________________________TRUST ______________________________ Chair of the Board of Trustees Date: _____________ ATTEST: Trust Secretary Date: ___________ GRAVIS LAW, PLLC _________________, _________ Date: