PROVIDE LEGAL COUNSEL
PROFESSIONAL SERVICES AGREEMENT
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THIS AGREEMENT is made this I/' day of ~
, 2003, by and
between THE BOARD OF TRUSTEES OF THE CITY OF CLEARWATER EMPLOYEES'
PENSION PLAN (hereinafter referred to as the "Board") and KLAUSNER & KAUFMAN,
P.A., a professional legal corporation (hereinafter referred to as the "Counsel").
WIT N E SSE T H:
WHEREAS, the Board wishes to retain Counsel to serve as Legal Counsel; NOW,
THEREFORE, in consideration of the promises and mutual covenants contained in this
Agreement, the parties 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
services to the Board as follows:
a. review all contracts and other documents relating to the affairs of the
Board for legal sufficiency, legal form and correctness, and approve same on signature
page of document;
b. provide verbal and legal written opinions as requested by the Board
and by individual Trustees for matters relating to their duties on the Board;
c. provide reasonable availability for telephone consultation on matters
relating to the affairs of the Board;
d. draft legislation, rules and regulations, contracts and other legal
documents as requested by the Board;
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e. review and supervise the services of any other Attorneys who may be
retained by the Board;
f. provide continuing educational updates to the Trustees on changes in
the law relating to the duties of the Trustees and the management of the Pension Fund;
g. attend meetings of the Board, Pension Advisory Committee (PAC),
and other meetings as requested by the Board;
h. provide advice to the PAC in determining eligibility of applicants for
disability and other pension benefits;
i. provide advice on Sunshine Law and Public Records Act issues;
j. Advise the Board and PAC regarding provisions of state and federal
pension and tax law and, as directed by the Board, recommend changes to the pension
ordinance and procedures necessary to comply with the law;
k. represent the Board, PAC, or other body as directed by the Board in
litigation arising out of administration of the pension plan;
I. provide such other legal services as the Board shall deem appropriate.
SECTION 2, PROFESSIONAL FEES AND COSTS. The Board and Counsel agree
to a rate of $250 per hour. There shall be no charge for faxes, long distance telephone
calls, or regular postage. Copying charges will be billed at $0.25 per page. Overnight mail
shall be billed at cost. Travel for meeting attendance shall be a flat fee of $250 for travel
time plus airfare and car rental. The maximum fees and compensable expenses paid
pursuant to this Agreement shall be $40,000.00 per year. Any additional fees and expenses
must be approved by the Board. The parties shall review this Agreement in six (6) months
for the purposes of setting a retainer agreement.
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SECTION 2. INDEMNIFICATION AND INSURANCE. Counsel represents that it
has expertise in the area of public employee retirement systems and is competent to
perform the duties required by this Agreement. 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 3. CONFLICT OF INTEREST. It is understood by the Board and
Counsel that Counsel is not aware of any clients of the firm that currently present any
conflict between the interests of the Board and other clients of Counsel. If any potential
conflict of interest arises during the time Counsel is representing the Board, Counsel will
promptly inform the Board. The Board is under no obligation to agree to permit such
conflict representation. The parties recognize that the role of Counsel in representing the
Board is that of a fiduciary and Counsel shall act in accordance with generally accepted
principles of fiduciary responsibility.
SECTION 4. CONSTRUCTION AND AMENDMENTS. This Agreement shall be
governed by the laws of the State of Florida and any dispute involving the enforcement or
interpretation of this Agreement shall have its venue in Pinellas County, Florida. This
Agreement may be amended only by a writing duly entered into by the Board and Counsel.
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SECTION 5. CANCELLATION OF AGREEMENT. This Agreement may be
terminated with or without cause upon thirty (30) days written notice. The terms of the
Agreement shall remain in effect as is unless modified in writing. This Agreement shall
supersede all other professional services agreements between the parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first written above.
BOARD OF TRUSTEES OF THE
EMPLOYEES' PENSION PLAN OF THE
CITY OF CLEA ATER ORIDA
By:
Approved as to form:
Attest:
tJ 1ft
Pamela K. Akin
City Attorney
By:
Attest:
Its L
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