PROFESSIONAL SERVICES AGREEMENT (2)PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this /day of , 2010, by and
between THE CITY OF CLEARWATER (hereinafter referred to as the "City") and
KLAUSNER & KAUFMAN, P.A., a professional legal corporation (hereinafter
referred to as the "Counsel").
WITNESSETH:
WHEREAS, the City Council wishes to retain Counsel to legal advice regarding
employee pension options and issues;
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 City as follows:
a. prepare or review contracts and other documents, as requested by the
City, relating to pension issues;
b. provide verbal and legal written opinions as requested by the City for
matters relating to their duties on the City;
C. provide reasonable availability for telephone consultation on matters
relating to the affairs of the City;
d. draft legislation, rules and regulations, contracts and. other legal
documents as requested by the City;
e. attend meetings of the City Council, and other meetings as requested
by the City;
j. Advise the City regarding provisions of state and federal pension and
tax law and, as directed by the City, recommend changes to the pension ordinance and
procedures necessary to comply with the law;
k. provide such other legal services as the City shall deem appropriate.
SECTION 2. PROFESSIONAL FEES AND COSTS. The City 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 $50,000.00 per year. Any additional fees and expenses must be
approved by the City. The parties shall review this Agreement in six (6) months for the
purposes of setting a retainer agreement.
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
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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 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 such conflict
representation. The parties recognize that the role of Counsel in representing the City 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 City and Counsel.
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.
REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
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CITY OF CLEARWATER, FLORIDA
By:
Frank V. Hibbard, Mayor
Approved as to form: . Attest:
A,//
Pamela K. Akin
City Attorney
Attest:
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