LEGAL SERVICES AGREEMENT (25)
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LEGAL SERVICES AGREEMENT
THIS AGREEMENT is made on the ~ay of September, 2004, 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 Counsel to serve as Counsel to the Clearwater Gas
System. NOW, THEREFORE, in consideration of the promises 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 of the City of Clearwater.
SECTION 3. TERM. The term of this Agreement shall be for one year, beginning October 1,
2004 and expiring September 30, 2005.
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a rate
of $175 per hour for Gerald A. Figurski, for attorney services. Professional fees for services shall not
exceed $25,000.00 for the term of this Agreement.
SECTION 5. 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 6. 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 in an amount of $1,000,000. This provision shall survive the termination of this Agreement.
SECTION 7. 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.
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SECTION 8. 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 9. 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
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
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William B. Horne, II
City Manager
Approved as to form:
Attest:
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Pamela K. Akin
City Attorney
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FIGURSKI & HARRILL, A Florida
General n rship
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