RETAINER AGREEMENT ‘THIS AGREEMENT is made and entered into this____ day of January, 2018, by and between the City of Alcester, Union County, South Dakota, hereinafter for convenience referred to as "City" and Gubbrud, Haugland & Gillespie, Prof. LLC, Attorneys at Law, of P.O. Box 97, Alcester, South Dakota, P.O. Address, hereinafter for convenience referred to as "Attorney". WITNESSETH: That the City hereby retains and employs the Attorney to act as its attomey for and to render legal service as the City Attomey as provided by the statutes of the State of South Dakota, ‘commencing on January 1, 2018 and ending on December 31, 2018. Said Attorney shall represent the City in all matters before any court or administrative body during the course of this Agreement. The City shall pay compensation to said Attomey at the rate of One Hundred Five Dollars ($105.00) per hour, per diem basis, for and on behalf of the City. It is further agreed that the City shall pay compensation to said Attomey at his normal hourly rate for services rendered for and on behalf of the City, provided the City can pass on said charges and be reimbursed for said services from another source, The Attorney elects not to be covered by health insurance, retirement or other fringe benefit programs of the City. Services subject to this Retainer Agreement shall include the following: 1, The Attorney shall be available for conferences and consultations herein defined as meetings of less than one/half hour in duration with the Mayor, City Council members, City officers and police having business with the City as from time to time occur at the convenience of the Attorney, not requiring special legal work, research, opinions or other services, 2. The Attorney shall review and keep informed on a continuing basis for municipal development in the State of South Dakota by reviewing all municipal periodicals, publications and correspondence relating to City affairs, particularly, but not limited to, the South Dakota Municipal League publications periodically made available and information from the South Dakota Municipal Attorneys Association. Such publications shall be furnished at the expense of the City and such other newsletters, publications, and correspondence that may be received by the retained Attomey from the United States Government, State of South Dakota, Southeastern Council of Governments, Union County, other municipalities and other allied municipal associations.3. TheAttomey shall attend regular or special council meetings and conferences with Mayor and City officers and employees regarding City legal matters. In the event the Attorney attends any regular or special City Council meeting, the Attorney shall be compensated for time spent at the meeting with a minimum compensation time of one (1) hour. Agenda items requiring legal assistance shall, whenever possible, be placed at the beginning of the agenda so as to minimize Attorney meeting time, 4. The Attorney shall give Attorney's opinions and opinions of counsel as may be required from auditors, consultants or others on matters regarding the legal activities of the City. 5. Said Attomey shall maintain active membership in the Municipal Attorneys Association with dues to be paid by the City. 6. The Attomey shall be available on a 24-hour call to render legal assistance which may be immediately necessary in the interest of the municipality. 7. Torepresent the City as retained Attomey in the community and endeavor to keep the City, Mayor, Council, officers and employees of the City in good public standing to create a favorable image for the City of Alcester. 8. Torepresent no conflict of interest with those of the City and to withdraw his ‘counsel for any party in any matter which may develop in conflict with the City's best interest unless the City Coun grants its expressed consent to continue as such counsel in such matter. 9. The City shall also pay all reasonable and necessary expenses incurred on behalf of the City. The Attomey shall furnish itemized statements for any and all professional services rendered, particularly an itemized year-end statement for services and satisfactory vouchers for all expenses advanced. 10. The Attorney shall receive the sum of Two Hundred Fifty Dollars ($250.00) per day, per diem, plus necessary expenses incurred in travel, meals, accommodations and other incidentals, expenses for attendance at such meetings, conferences and seminars specifically called or authorized for attendance by City Attomeys requiring particular training and experience. For all other meetings relating to the affairs of the City, the Attorney shall be paid per diem Two Hundred Fifty Dollars ($250.00) per day, plus necessary expenses incurred in travel accommodations, meals and incidental expenses thereto, Such meetings shall be authorized by the Mayor or the City Council prior thereto.11, The Attorney shall be available at all times for consultation by residents of the City, Mayor, Council members, and officers of the City. All City business requiring legal advice and all legal opinions shall be properly brought to his attention, 12, The Attorney shall keep, in his office, records affecting the business of the City and preserve a complete history of the legal affairs of the City entrusted to his charge. At all times these records shall be subject to inspection by the City or its duly authorized representative. In the event of termination of this Agreement, all documents and records, not the work product of such Attorney, shall be returned to the City upon termination of employment, 13, The Attomey shall promptly notify the City of all suits, claims and other ‘matters which may be brought against the City wherein professional services may be required in this, State or in a court or administrative body wherein the City is a party or its rights or interests are involved. 14, Outside counsel may be authorized by the City Council of the City upon the advice and recommendation of said retained Attorney. 15. The Attorney hereby accepts employments retained counsel for the City and agrees to render legal service in accordance with the terms as herein above set forth to the best of his knowledge, efforts and abilities and to render such professional services as required by ethical standards proposed by his profession, This Agreement contains the entire agreement between the parties and may not be changed orally but by agreement in writing and can be terminated by the City or attomey at will upon thirty (30) days written notice to the other party. IN WITNESS WHEREOF, the parties hereto have set their hands and seals in duplicate this day and year first above written, CITY OF ALCESTER STpme, hon Gone? om Glas, Mayor Charles B. Haugland