LEGAL SERVICES AGREEMENT (19)
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LEGAL SERVICES AGREEMENT
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THIS AGREEMENT is made on the .n-. day of September 2002, by and between the
CITY OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 337584748 (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, 2002 and expiring September 30, 2003.
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a
rate of $250 per hour for William T. Miller and $185 per hour for Brian M. Meloy, $70- $90 per hour
for legal assistant services. These fees will continue for the tern 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 call; 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 availalie 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, damaaes, 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 cbsolute 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
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William B. Horne II
City Manager
Approved as to form:
Attest:
Jill
Pamela K. Akin
City Attorney
ia E. Goudeau,<'"
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MILLER, BALIS & O'NEIL, P.C.
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By:vVdA~ T ~
William T. Miller
President
S:\Agreements\Legal services agreements\Miller agreement.doc 2