PROFESSIONAL SERVICES AGREEMENT
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this ~I A:L day of ~ ' 2008, by and between
THE BOARD OF TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES' PENSION PLAN
(hereinafter referred to as the "Board") and KLAUSNER & KAUFMAN, P.A., a professional legal
corporation (hereinafter referred to as the "Counsel").
WITNESSETH:
WHEREAS, the Board wishes to retain Counsel to serve as Legal Counsel; NOW,
THEREFORE, in consideration of the promises and mutual covenants contained in this
Agreement, the parties hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS COUNSEL. Counsel is hereby
authorized to provide services as described in this Agreement and for the professional fees
described in this agreement.
SECTION 2. SCOPE OF SERVICES. Counsel hereby agrees to provide its services to the
Board as follows:
a. review all contracts and other documents relating to the affairs of the Board for legal
sufficiency, legal form and correctness, and approve same on signature page of
document;
b. provide verbal and legal written opinions as requested by the Board and by individual
Trustees for matters relating to their duties on the Board;
c. provide reasonable availability for telephone consultation on matters relating to the affairs
of the Board;
d. draft legislation, rules and regulations, contracts, and other legal documents as requested
by the Board;
e. review and supervise the services of any other Attorneys who may be retained by the
Board;
f. provide continuing educational updates to the Trustees on changes in the law relating to
the duties of the Trustees and the management of the Pension Fund;
g. attend meetings of the Board, Pension Advisory Committee (PAC), and other meetings
as requested by the Board;
h. provide advice to the PAC in determining eligibility of applicants for disability and other
pension benefits;
i. provide advice on Sunshine Law and Public Records Act issues;
j. advise the Board and PAC regarding provisions of state and federal pension and tax law
and, as directed by the Board, recommend changes to the pension ordinance and
procedures necessary to comply with the law;
k. represent the Board, PAC, or other body as directed by the Board in litigation arising out
of administration of the pension plan;
I. provide such other legal services as the Board shall deem appropriate.
SECTION 2. PROFESSIONAL FEES AND COSTS. The Board and Counsel agree to a rate
of $300 per hour. There shall be no charge for faxes, long distance telephone calls, or regular
postage. Copying charges will be billed at $0.25 per page. Overnight mail shall be billed at cost.
Travel for meeting attendance shall be a flat fee of $300 for travel time plus airfare and car rental.
SECTION 3. INDEMNIFICATION AND INSURANCE. Counsel represents that it has
expertise in the area of public employee retirement systems and is competent to perform the
duties required by this Agreement. Counsel agrees to protect, defend, indemnify, and hold the
City and its officers, employees, and agents free and harmless from and against any and all
losses, penalties, damages, settlements, costs, charges, professional fees, or other expenses or
liabilities of every kind and character arising out of or due to any negligent act or omission of
Counsel, its employees, agents, and subcontractors in connection with or arising directly or
indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under
this Agreement, Counsel shall procure and maintain during the life of this Agreement professional
liability insurance in an amount of $1,000.000. This provision shall survive the termination of this
Agreement.
SECTION 4. CONFLICT OF INTEREST. It is understood by the Board and Counsel that
Counsel is not aware of any clients of the firm that currently present any conflict between the
interests of the Board and other clients of Counsel. If any potential conflict of interest arises
during the time Counsel is representing the Board, Counsel will promptly inform the Board. The
Board is under no obligation to agree to permit such conflict representation. The parties
recognize that the role of Counsel in representing the Board is that of a fiduciary and Counsel
shall act in accordance with generally accepted principles of fiduciary responsibility.
SECTION 5. CONSTRUCTION AND AMENDMENTS. This Agreement shall be governed by
the laws of the State of Florida and any dispute involving the enforcement or interpretation of this
Agreement shall have its venue in Pinellas County, Florida. This Agreement may be amended.
only by a writing duly entered into by the Board and Counsel.
SECTION 6. CANCELATION OF AGREEMENT. This Agreement may be terminated with or
without cause upon thirty (30) days written notice. The terms of the Agreement shall remain in
effect as is unless modified in writing. This Agreement shall supersede any other professional
services agreements between the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first
written above.
BOARD OF TRUSTEES OF THE
EMPLOYEES' PENSION PLAN OF THE
CITY OF CLE RWATER, FLORIDA
/
Attest:
By:
Its