LEGAL SERVICES AGREEMENT (27)
LEGAL SERVICES AGREEMENT
THIS AGREEMENT is made on the 24th day of September 2004, by and between the
CITY OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 33758-4748 (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
September 24, 2004 and expiring September 30, 2005.
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a
rate of $290 per hour for William T. Miller and the other principals in the law firm, associate time
will be billed at hourly rate ranging from $140.00 - $265.00 per hour based on experience, law
clerk time will be billed at a rate of $110.00 per hour, and legal assistants $95.00 per hour. 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.
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
Bytf2~;~. ~--X
William B. Horne II
City Manager
Approved as to form:
JL K. Akin
City Attorney
Attest:
MILLER, BALIS & O'NEIL, P.C.
BY(~A~ 7 ~
William T. Miller
President
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