LEGAL SERVICES AGREEMENT (50)LEGAL SERVICES AGREEMENT ("AGREEMENT")
THIS AGREEMENT is entered into as of this 1st day of July, 2011, by and between the
CITY OF CLEARWATER, P.O. Bax 474$, Clearwater, Florida 33758-4748 (the "City"), and
the law firm oi BAKER & HOSTETLER LLP, SunTrust Center, Suite 23�0, 200 South Orange
Avenue, Orlando, �'lorida 32$O1 ("Counsel").
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WHEREAS, the City wishes to retain Counsel to serve as legal counsel on certain
environmental issues;
NOW, THEREFORE, in consideratian of the promises and mutual covenants herein
contained, the parties hereto hereby agree as follows:
SECTTON 1. AUTHORIZATION TO PROCEED AS COLTNSEL. Counsel is hereby
authorized to provide services as described in this Agreernent and far 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 purpase of addressing the environmental
contamination at the Joe DiMaggio Sports Complex site, the Bri�;hthouse Netwo�ks Field, the
She�-wood Yard facility and other sites as necessary ("Sites"). Caunsel's prafessional services
will include coordinating with the City and the Florida Department of Enviranmental Pxotection
for the remediation and ultiznate closure of the Sites, engaging outside consultants, as otherwise
approved by the City, and other actians reasanably 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.
SECTTON 3. TERM. The term of this Agreement shall be far one year, beginning on
July l, 2011, and shall expire �n June 30, 2012 ("Term").
S.ECTZON 4. PROFESSIONAL FEES FOR SERVICES. The City and Cotuasel agree
ta a rate of $345.00 per hour for attorney services for William L. Pence and other part�ers, and to
a rate of $240.00 per haur �ox additional attorney services of Lyndie M. James. Professional fees
far se��vices shall not exceed $50,000.00 for the Term �f this Agreement.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall be
rnade by the City to Cauns�l for reasonable out-of-pocket expenses as determined by the C�ty
Attorney without markup, including but not limited ta long distance calls and facsimiles, copying
or reproducing documents, postage, court costs, parking costs and travel incurred by Counsel in
performance of its duties laereunder. Travel and per diern costs as well as auto travel expenses
shall not exceed that which is available ta City employees.
SECTTON 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, indernnify and hold the City and its oifcers,
io3gao3al
employees and agents firee and harmless from and against any and all losses, penalties, damages,
settlernents, costs, charges, professianal fees or other expenses or liabilit�es of every kind and
character arising out oi or due to any negligent act or omissian of Counsel, its employees, agents
and subcontractors in connection with or arising directly or indirectly out of this Agreement
andJor 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 TNTEREST. It is understood by City and Counsel that
Counsel is not aware of any af Counsel's clients that cunently present any canflict between the
inlerests 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 8. CONSTRUCTION AND AMENDMENTS. This Agr�ernent 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 Agxeeznent upon ten days advance written notice to Counsel. In the event of cancellation,
Counsel shall immediately cease work hereunder and shall be reiznbursed fox eligible and
documented reimbursable expenses incuaxed priar to the date af caz�cellation. Further, it is
understood and agreed between the City and Counsel that William L. Pence will be the lead
attozney assign�d 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 ta the City.
TN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the
date f rst written above.
Approved as to form:
G
Pamela K. Akin
City Attorney
103880341 �
CITY OF CLE�RWATER, FLORIDA
By: �.�. �.
William B. Harne, II
City Manager
Attest:
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RQSemarie Call
City Clerk
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l3AKER & HOSTETLER LLP
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By:
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� William L. Pence
C�P: Environmental General Miscellaneous
103880341