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LEGAL SERVICES AGREEMENT (47)LEGAL SERVICES AGREEMENT .THIS AGREEMENT is made on the &&aday of , 2009, by and between the CITY OF CLEARWATER, FLORIDA, P.O. Box 4748, Clearwater, Florida, 33758-4748 (the "City") and Bricklemyer Smolker & Bolves, P.A., 500 East Kennedy Boulevard, Suite 200, Tampa, Florida, 33602-4825 ("Counsel"). WITNESSETH: WHEREAS, the City wishes to retain a firm to serve as Counsel in the following matter: PIERCE 100, INC., a Florida Condominium Association, on behalf of its Unit Owners v. City of Clearwater. 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 following matter: Representation of the City of Clearwater in PIERCE 100, INC., a Florida Condominium Association, on behalf of its Unit Owners v. City of Clearwater. SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a rate of $200.00 per hour for attorney services and a rate of $90.00 per hour for paralegal services for Bricklemyer Smolker & Bolves, P.A. SECTION 4. TERM. This Agreement will be effective commencing April 16, 2009. 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 or its employees 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 the 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 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. COURT REPORTER SERVICES. D & D Reporting Services is the City Attorney's Office's preferred vendor for all court reporter services, including the use of court reporter services by the City's outside counsel. Counsel agrees to use D & D Reporting Services whenever possible. SECTION 10. CANCELLATION OF AGREEMENT. The City or Counsel 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. Further, it is understood and agreed between the City and Counsel that Jeffrey L. Hinds, Esquire, 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. SECTION 11. ATTORNEYS FEES. In the event that either party seeks to enforce this Agreement through attorneys at law, then the parties agree that each party shall bear its own costs and that jurisdiction for such an action shall be in a court of competent jurisdiction in Pinellas County, Florida. 2 SECTION 12. PRIOR AGREEMENTS. This agreement shall supersede any prior agreements between the City and Jeffrey L. Hinds. IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the date first written above. Countersigned: CITY OF CLEARWATER, FLORIDA By: ? ?- k V. Hibbard William B. Horne II Mayor City Manager (tii Approved as to form: Attest: fA U, Pamela K. Akin City Attorney Cynthf D City Clerk BRICKLEMYER SMOLKER & BOLVES, P.A. y: Jeffrey L. Hi s, Esquire YU a J Bartlett, Esquire Cyrid Operating Officer and Vice President 3 Of THFC,1 1'