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LEGAL SERVICES AGREEMENTFOR PROFESSIONAL SERVICES FOR THE CLEARWATER GAS SYSTEMLEGAL SERVICES AGREEMENT 1441-- THIS AGREEMENT is made on the J'L day of September 2009, by and between the CITY OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City") and the law firm of MILLER, BALIS & O'NEIL, P.C., 1140 Nineteenth Street, N.W., Suite 700, Washington, D.C. 20036-6600 ("Counsel"). WITNESSETH: 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 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, 2009 and expiring September 30, 2010. SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to legal fees in accordance with the attached schedule. These fees will continue for the term of this Agreement unless Counsel gives the City sixty (60) days notice of an increase in fees, in which case such increased fees will be substituted for the above-designated fees. 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 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 in excess 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. 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. Further, it is understood and agreed between the City and Counsel that William T. Miller 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. Counsel reserves its right to terminate its representation of the City, subject to the limitations set forth in the Rules of Professional Conduct of the District of Columbia Bar. IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the date first written above. Approved as to form: Aame K. Akin City Attorney CITY OF CLEARWATER, FLORIDA By: illiam B. Home II City Manager Attest: Cy is E. Goudeau City lerk MILLER, BALIS & O'NEIL, P.C. TV, A*r By: William T. Miller President MBO Billing Rates for Attachment 1 2009 Timekeepers: Principals Hourly Fee William T. Miller 355 Robert A. O'Neil 355 John P. Gregg 355 John Michael Adragna 355 James Choukas-Bradley 355 James H. Byrd 355 Randolph L. Elliott 355 Joshua L. Menter 355 Sean T. Beeny 355 Craig W. Silverstein 355 Phyllis G. Kimmel 355 Counsel Stanley W. Balis 355 Mary A. Hekman 340 Milton J. Grossman 340 Denise C. Goulet 340 Barry Cohen 340 Linda K. Browning 340 Roger B. Wagner 340 Associates Jeffrey K. Janicke 280 Bethany Pribila 245 Kevin J. Conoscenti 235 Justin R. Cockrell 190 Law Clerk 125 Legal Assistants Amanda L. Cline 110 Joanna Hurt 110 Admin. Assistants Tricia Fountain 110 Deborah A. McCraw 110 Roberta Rothschild 110 Making filings at FERC, Courts, or other agencies $25.00 Per Filing Obtaining documents from FERC, Courts, other agencies $25.00 Per Request Copying and printing $0.15/page Long distance rate (includes facsimile) $0.19/minute Online Research (rate is determined based on monthly pro rata share of annual contract monthly price)