CLEARWATER GAS SYSTEM (02)
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LEGAL SERVICES AGREEMENT
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THIS AGREEMENT is made on the rL day of /CJ-v.~r ,2001, by and between the CITY
OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 33 8-4748 (the "City") and the law firm of
MILLER, BALIS & O'NEIL, P.C.,1140 Nineteenth Street, N.W., Suite 700, Washington, D.C. 20036
("Counsel").
WIT N E SSE T H:
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,
2001 and expiring September 30, 2002.
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a rate
of $250 per hour for William T. Miller and $180 per hour for Lisa M. Ochsenhirt, $70 - $90 per hour for
legal assistant services. 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.
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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.
CITY OF CLEARWATER, FLORIDA
BY~'~"J[
William B. Horne, II
City Manager
Approved as to form:
Attest:
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Pamela K. Akin
City Attorney
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MILLER, BALIS & O'NEIL, P.C.
By:lJ~ r;,~
William T. Miller, President
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