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LEGAL SERVICES AGREEMENT (51)LEGAL S�RVICES AGREEMENT THIS AGR�EMENT is made an the�� day of �.rnb�i' , 2011, by and between the CITY QF CLEARWATER, P.O. Box �748, Clearwater, lorida 33758-4748 (the "City") and the law firm of MILLER, BALIS 8� O'N�IL, P.C., Twelfth Floor, 1015 15t" Street, N.W., Washington, D.C. 200Q5 ("Counsel"). WITNESSETH: WHEREAS, the City wishes to retain Counsel to serve as Counsel to the Clearwater Gas System. NOW, THEREFORE, in cansideration of the promises and mutual covenants h�rein 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 th� Clearwater Gas System of the City of Clearwater. SECTION 3. TERM. The term of this Agreement shall be for one year, beginning October 1, 2011 and expiring September 30, 2012. SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agre� to legal f�es in accordance with the attached schedule. These fees will continue for the term of this Agreement unless Counsel gives the City sixty (60) days written notice of an increase in fees, in which case such increased fees will be substituted for the above-designated f�es unless the City terminates as provided for herein. Professional fees for services shall not exceed $25,000.00 for the term of this Agre�ment. SECTION 5. COMPENSABLE EXPENSES. Reimbursement of exp�nses 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 pertormance of the duties hereunder. Travel and per diem costs as well as auto travel �xpenses 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 charact�r arising ou# of or due to any negligent act or omission of Counsel, its employees, agents and subcantractors in conn�ction with or arising directly out of this Agreement and/or the perfarmance hereof. Without limiting its liability under this Agreement, Counsel shall procure and maintain during the life of this Agreement professional liability insurance in an amaunt in excess of $1,000,000. This provision shall surviv� the termination of this Agreement. S�CTION 7. CONFLICT OF INT�REST. 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 ta agree to permit the conflict representation. SECTION 8. CONSTRUCTION AND AMENDMENTS. This Agr��ment 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 �ntered into by the City and Counsel. SECTION 9. CANCELLATION OF AGREEMENT. The City may cancel or terminate this Agreement upon ten days advance written natice 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 ta 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. Approved as to form: Pa ela . Akin City Attorney CITY OF CLEARWAT�R, FLORIDA � i . �� .. � � .,,.: ,� " _ � . -' - __.-.�.._ Attest: � ry� � C� � � � r� Rosemarie Call '��� c�ty ci��k ATER MILLER, BALIS 8� O'N�IL, P.C. ���� � ��� William T. Miller President E �' Q � Timekeepers: MBO Billing Rates for 2011 Principals William T. Miller Robert A. O'Neil John P. Gregg John Michael Adragna James Choukas-Bradley James H. Byrd Randolph L. Elliott Joshua L. Menter Sean T. Beeny Craig W. Silverstein Phyllis G. Kimmel Counsel Stanley W. Balis Milton J. Grossman Denise C. Goulet Barry Cohen Linda K. Browning Roger B. Wagner Associates Jeffrey K. Janicke Bethany Pribila Kevin J. Conoscenti Justin R. Cockrell Law Clerk Les�al Assistants Joanna HurtW � Admin. Assistants Tricia Fountain Deborah A. McCraw Natalie Kakareka Roberta Rothschild Hourlv Fee 365 365 3fi5 365 365 365 365 365 365 365 365 355 350 350 340 350 350 290 280 265 225 125 110 110 110 110 110 Making filings at FERC, Courts, or other agencies Obtaining documents from FERC, Courks, other agencies Copying and printing Lang distance rate (includes facsimile) Attachrncnt 1 $25.00 Per Filing $25.00 Per Request $0.15/page $0.19/minute Qnline Research (rate is determined based on monthly pro rata share of annual contract monthly price)