LEGAL SERVICES AGREEMENT (54).
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LEGAI. SERVICES AGREEMENT
THIS AGREEMENT is mad� on the�?4 day of f-�� , 2011, by and between
the CITY OF CL�ARWATER, P.�. Box 4748, Clearwater, lorida 33758-4748 (the "City"), and
the law firm of BAKER 8 HOSTETLER LLP, SunTrust Center, Sui#e 2300, 200 South Orange
Avenue, Orlando, Florida 32801 ("Counsel").
WITN�SSETH:
WHEREAS, the City wishes to r�tain Counsel to serve as caunsel to the Clearwater Gas
System.
NOW, TH�REFORE, in consideratian af the pramises and mutual covenants herein
contained, the parties hereto da hereby agr�e as follows:
S�CTION 1. AUTHORIZATIDN TO PRQCEED AS COUNSEL. Counsel is hereby
authari�ed to provide services as described in this Agreement and far 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 Cl�arwat�r.
SECTION 3. TERM. The term of this Agreement shall be for one year, beginning
October 1, 2011, and shall expire on September 30, 2Q12.
SECTION 4. PRO�ESSIONAL F�ES FOR SERVICES. The City and Caunsel agree
to a rate of $345.00 per hour for attorney services for William L. Pence and other partners, and
ta a ra#e of $240.00 per hour for attorney services af Lyndie M. James. Professional fees far
services shall na# exceed $50,Q00.00 for the term of this Agr�ement.
SECTION 5. COMPENSABLE EXPENSES. Reimbursem�nt of expenses shall be
made by the City ta Caunsel far reasonable out-of-pocket expenses, as d�t�rmined by the City
Attorney, without markup, including but not limited to long distance calls and facsimiles, copying
or reproducing documents, pastage, 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 Clearwa#er employees.
SECTION 6. INDEMNIFICATI�N AND INSURANCE. Counsel represents that it has
expertise in the area af enviranmental issues and is campetent ta pertorm the duties required by
this Agreement. Counsel agr�es to protect, defend, indemnify and hold the City and its afFicers,
employees and agents free and harmless from and against any and all losses, penalties,
damages, settlements, costs, charges, professional fees or other expenses or liabiliti�s of every
kind and character arising out of or due to any negligent act or omission of Counsel, its
emplayees, agents and subcontractors in connection with or arising direc#ly or indirectly out of
this Agreement and/or the performance hereof. Without limiting its liability under this
Agreement, Counsel shall procur� and maintain during the life of this Agreement prafessional
liability insurance in an amount in excess of $1,000,000. This pravision shall survive the
termination af this Agreement.
096198. 000001. 103908807.2
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SECTION 7. CONFLICT OF INTEREST. It is understood by the City and Counsel that
Counsel is not aware of any of Counsel's clients of the firm that currently present any conflict
between the interests of the City and other clients af Counsel. If any pntential 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 af Florida. This Agreement
may be amended only by a writing duly entered inta by the City and Counsel.
SECTION 9. CANCELLATION OF AGREEMENT. The City may cancel or terminate
this Agreement upon ten days advance written notice ta CaunsEl. In the event af cancellation,
Counsel shall immediately cease work hereunder and shall be reimbursed for eligible and
dacumented 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 ta provide the services contained herein. The City, in its absolute
discretion, may immedia#ely terminate this Agreement upon written notic� to Counsel if the
servic�:s of this attorney are unavailable ta the City.
IN WITNESS WHEREOF, the City and Counsel have execut�d this Agreement as of the
date first written above.
Approved as ta farm:
G
Pamela K. Akin
City Attorney
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CITY OF CLEARWATER, FLORIDA
By: �� �G�[ b� f�/1CA' C� � Far. •
� iam B. Horne, II
City Manager
Attest:
Rosemarie Call
City Clerk
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BAKER & HOSTETL�R LLP
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William L. Pence