LEGAL SERVICES AGREEMENT (43)LEGAL SERVICES AGREEMENT
THIS AGREEMENT is made on the 3[A day of mot/ , 2008, by and between the
CITY OF CLEARWATER, FLORIDA, P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City")
and GINA GRIMES, ESQ., Hill, Ward & Henderson, Suite 3700 Barnett Plaza, 101 Kennedy
Blvd., Tampa, FL 33602 ("Counsel').
W ITNESSETH:
WHEREAS, the City wishes to retain Counsel to provide Attorney Services to the
Community Development Board.
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 attorney services as described in and for the professional fees described in
this Agreement.
SECTION 2. SCOPE OF SERVICES. Counsel hereby agrees to provide attorney
services to the Community Development Board, which shall include legal advice, document and
ordinance preparation, attendance at board meetings, and other services as directed by the City.
SECTION 3. TERM. This Agreement will be effective October 1, 2008 and will continue
until terminated in accordance with Section 9 herein.
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a
rate of $150.00 per hour for attorney services and $105.00 per hour for travel time, plus
reimbursement for reasonable compensable expenses subject to Board approval.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall be
made by the City to Counsel for reasonable out-of-pocket expenses as determined by the
City 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 $2,000,000. 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 and other clients of Counsel. If any potential conflict of interest arises during
the time Counsel is representing the City, Counsel will promptly inform the City. The City is under
no obligation to agree to permit the conflict representation.
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 may cancel or terminate this
Agreement upon ten days advance written notice to Counsel. 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.
IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the
date first written above.
THE CITY OF CLEARWATER, /
By:
h-jhik V. Hibbard
Mayor - Elect
Approved as to form: Attest:
Pamela K. Akin Cynth oudeau
City Attorney City Clerk
Attes • GINA K. GRIMES, ESQ. for
TARD&;7 ER N, P.A.
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