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LEGAL SERVICES AGREEMENT (4) I I LEGAL SERVICES AGREEMENT THIS AGREEMENT is made on the _ day of , 1998, by and between the CITY OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City") and the law firm of FIGURSKI & HARRILL, A FLORIDA GENERAL PARTNERSHIP, The Holiday Tower, Suite 350, 2435 U.S. Highway 19, Holiday, Florida 34691 ("Counsel"). WIT N E SSE T H: WHEREAS, the City wishes to retain a firm to serve as Counsel to the Clearwater Gas System. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto do 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 c~ ~ professional services for the Clearwater Gas System. '1. ;? . 'r SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel ~ \ agree to a rate of $175 per hour for Gerald A. Figurski, for attorney services. Professional ~'?x ):. fees for services shall not exceed $25,000.00 for the term of this Agreement. '>i ''\: Q' '5 ~r;:)~ 0" SECTION 4. COMPENSABLE EXPENSES. Reimbursement of expenses shall \ ~ V' .- be made by the City to the firm for reasonable out-of-pocket expenses as determined by --_..~ the City Attorney without markup, including but not limited to long distance calls and facsimiles, copying or reproducing documents, postage, court costs, parking costs and travel incurred by Counsel in performance of the duties hereunder. Travel and per diem costs as well as auto travel expenses shall not exceed that which is available to City of Clearwater employees. SECTION 5. INDEMNIFICATION AND INSURANCE. 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 1 0("-,;/ / /. ,. Or{) I I LEGAL SERVICES AGREEMENT ~ THIS AGREEMENT is made on the 2- day of ~~ , 1998, by and between the CITY OF CLEARWATER, P.O. Box 4748, Cle~ida 33758-4748 (the "City") and the law firm of FIGURSKI & HARRILL, A FLORIDA GENERAL PARTNERSHIP, The Holiday Tower, Suite 350, 2435 U.S. Highway 19, Holiday, Florida 34691 ("Counsel"). WIT N E SSE T H: WHEREAS, the City wishes to retain a firm to serve as Counsel to the Clearwater Gas System. NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto do 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 professional services for the Clearwater Gas System. SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a rate of $175 per hour for Gerald A. Figurski, for attorney services. SECTION 4. COMPENSABLE EXPENSES. Reimbursement of expenses shall be made by the City to the firm for reasonable out-of-pocket expenses as determined by the City Attorney without markup, including but not limited to long distance calls and facsimiles, copying or reproducing documents, postage, court costs, parking costs and travel incurred by Counsel in performance of the duties hereunder. Travel and per diem costs as well as auto travel expenses shall not exceed that which is available to City of Clearwater employees. SECTION 5. INDEMNIFICATION AND INSURANCE. 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 1 I I in an amount of $1,000,000. This provision shall survive the termination of this Agreement. SECTION 6. CONFLICT OF INTEREST. It is understood by the City and Counsel that Counsel is not aware of any clients of the firm that currently present any conflict between the interests of the City as to the Clearwater Gas System and other clients of Counsel. If any potential conflict of interest arises during the time Counsel is representing the City as to the Clearwater Gas System, Counsel will promptly inform the City. The City is under no obligation to agree to permit such conflict representation. SECTION 7. CONSTRUCTION AND AMENDMENTS. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement may be amended only by a writing duly entered into by the City and Counsel. SECTION 8. COMPLIANCE WITH RECYCLED PAPER ORDINANCE. Per Ordinance 5059-90, the City and Counsel agree to the following: A. All reports submitted to the City shall use recycled paper when it is available at a reasonable price and of satisfactory quality to meet contractual performance standards. For the purposes of this paragraph, the price of recycled paper shall be considered "reasonable" if its cost is no more than ten percent higher than the lowest price offered for non-recycled paper. B. All reports submitted to the City shall use both sides of paper sheets whenever practical. C. Counsel shall be responsible for maintaining records documenting usage of recycled paper for reports submitted to the City in fulfillment of contractual obligations. Counsel shall submit such records to the City according to procedures to be established by the Purchasing Manager. SECTION 9. TERM. The term of this Agreement shall be for one year, beginning October 1, 1998 and expiring September 30, 1999. SECTION 1 O. CANCELLATION OF AGREEMENT. The City or Counsel may cancel or terminate this Agreement upon ten days advance written notice to the other party. In the event of cancellation, Counsel shall immediately cease work hereunder and shall be reimbursed for eligible and documented reimbursable expenses incurred prior to the date of cancellation. Further, it is understood and agreed between the City and Counsel that Gerald A. Figurski will be the lead attorney assigned by the firm to provide the services contained herein. The City in its absolute discretion may immediately 2 I I terminate this Agreement upon written notice to the firm if the services of this attorney are unavailable to the City. IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the date first written above. CITY OF CLEARWATER, FLORIDA 1L-- By: Michael J. Roberto City Manager Approved as to form: Attest: _fJd~ Pamela K. Akin City Attorney E. Goudeau-.- rk /- FIGURSKI & HARRILL, A Florida General Partnership By: Gera d A. Figurski as Pre of Gerald A. Figurski, P.A. 3