LEGAL SERVICES AGREEMENT REGARDING THE JOE DIMAGGIO SPORTS COMPLEX SITE AND THE BRIGHTHOUSE NETWORKS FIELDLEGAL SERVICES AGREEMENT ("AGREEMENT")
THIS AGREEMENT is entered into as of this 1 st day of July, 2010, by and between the
CITY OF CLEARWATER, P.O. Box 4748, Clearwater, Florida 33758-4748 (the "City"), and
the law firm of BAKER & HOSTETLER LLP, SunTrust Center, Suite 2300, 200 South Orange
Avenue, Orlando, Florida 32801 ("Counsel").
WITNESSETH:
WHEREAS, the City wishes to retain Counsel to serve as legal counsel on certain
environmental issues;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, the parties hereto 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 to the City of Clearwater for the purpose of addressing the environmental
contamination at the Joe DiMaggio Sports Complex site, the Brighthouse Networks Field, and
other sites as necessary ("Sites"). Counsel's professional services will include coordinating with
the City and the Florida Department of Environmental Protection for the remediation and
ultimate closure of the Sites, engaging outside consultants, as otherwise approved by the City,
and other actions reasonably necessary to comply with the laws and regulations applicable to, as
well as the other legal obligations of, the City with respect to remediating these Sites.
SECTION 3. TERM. The term of this Agreement shall be for one year, beginning on
July 1, 2010, and shall expire on June 30, 2011 ("Term").
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree
to a rate of $330.00 per hour for attorney services for William L. Pence and other partners, and to
a rate of $230.00 per hour for additional attorney services of Lyndie M. James. Professional fees
for services shall not exceed $50,000.00 for the Term of this Agreement.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall be
made by the City to Counsel 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 its duties hereunder. Travel and per diem costs as well as auto travel expenses
shall not exceed that which is available to City employees.
SECTION 6. INDEMNIFICATION AND INSURANCE. Counsel represents that it has
expertise in the area of environmental issues 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,
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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 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 7. CONFLICT OF INTEREST. It is understood by City and Counsel that
Counsel is not aware of any of Counsel's clients 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 authorize the conflict representation.
SECTION S. 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 L. Pence will be the lead
attorney assigned by Counsel to provide the services contained herein. The City, in its absolute
discretion, may immediately terminate this Agreement upon written notice to Counsel if the
services of this attorney are unavailable to the City.
IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the
date first written above.
CITY OF CLEARWATER, FLORIDA
Approved as to form:
h0t
Pamela . Akin
City Attorney
By:
William. B. Horne, II
City Manager
Attest:
rye,
Rosemarie Call
City Clerk
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BAKER & HOSTETLER LLP
By:
William L. Pence
CP. Environmental General Miscellaneous
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