WASHINGTON D.C. LEGAL SERVICES AGREEMENT
,"
I
I
LEGAL SERVICES AGREEMENT
~
THIS AGREEMENT is made on the /~ day of (')ck~ , 1997, by and
between the CITY OF CLEARWATER, FLORIDA (the "City") and the law firm of MILLER,
BALIS & O'NEIL, P.C., WASHINGTON, D.C. ("Counsel").
WIT N E SSE T H:
WHEREAS, the City wishes to retain a firm to serve as Counsel to the Clearwater
Gas System. NOW, THEREFORE, in consideration of the premises 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 Clearwater Gas System.
SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel
agree to a rate of $200 per hour for William T. Miller and $115 per hour for George D.
Connor for attorney services; $70 per hour for law clerk services; and $60 per hour for
paralegal services.
SECTION 4. 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 5. 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.
(( ~Jj~./
11:z ~:
'- /
~'
I
I
SECTION 6. 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 7. 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 8. COMPLIANCE WITH RECYCLED PAPER ORDINANCE. Per
Ordinance 5059-90, the City and Counsel agree to the following:
A. All reports submitted to the City shall use recycled paper when it is available at
a reasonable price and of satisfactory quality to meet contractual performance standards.
For the purposes of this paragraph, the price of recycled paper shall be considered
"reasonable" if its cost is no more than ten percent higher than the lowest price offered for
non-recycled paper.
B. All reports submitted to the City shall use both sides of paper sheets whenever
practical.
C. Counsel shall be responsible for maintaining records documenting usage of
recycled paper for reports submitted to the City in fulfillment of contractual obligations.
Counsel shall submit such records to the City according to procedures to be established
by the Purchasing Manager.
date of execution.
SECTION 9. TERM. The term of this Agreement shall be for one year, beginning
October 1, 1997 and expiring September 30, 1998.
SECTION 1 O. 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.
2
.
#
I
I
IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as
of the date first written above.
CITY OF CLEARWATER, FLORIDA
By:--k
Michael J. Roberto
City Manager
~
Approved as to form:
Attest:
p~fK~n
City Attorney
~~ z. ~~_~
Cynt . E. Goudeau ---
City Clerk
MILLER, BALIS & O'NEIL, P.C.
BY(y~ T,~
p, ~s i d -Pvr t:-
3