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LEGAL SERVICES AGREEMENT (61)LEGAL SERVICES AGREEMENT THIS AGREEMENT is made on the �'S day of,ez.�:�T�.�►-��t.c�a , 2012, by and befinreen 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., Twelfth Floor, 1015 15th Street, N.W., Washington, D.C. 20005 ("Counsel"). WITNESSETH: WHEREAS, the City wishes to retain Counsel to serve as Counsel to the Clean�vater 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 profiessional 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 five years, beginning October 1, 2012 and expiring September 30, 2017. SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to legal fees 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 fees unless the City terminates as provided for herein. Professional fees for services shall not exceed $125,000.00 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 5hali not ;:xceed that which is available to City af C�earwater @mNloyees. 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 befinreen 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 befinreen the City and Counsel that William T. Miller or in his absence, Joshua Menter, 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 either of these attorneys 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. Approved as to form: °amela K. kin City Attorney CITY OF CLEARWATER, FLORIDA %/� h.rX-�C.Gw+�- ����--� William B. Horne II City Manager Attest: ��G4C..f�tCC�? �.. ( j2�'-C P.osemar�e Ca!! City Clerk 4P iH�' ���.��- -��� � a,�, �'� �' � � �� � � . .�. — � :� � J%' �� %/,�� � �, - .� % .:, � MILLER, BALIS & O'NEIL, P.C. ,! �;;'���,� ? VL/��ti�. / � ls��� William T. Miller President 2 Timekeepers: MBO Billing Rates for 2012 Principals Hourlv Fee William T. Miller 380 Robert A. O'Neil 380 John P. Gregg 380 John Michael Adragna 380 James Choukas-Bradley 380 James H. Byrd 380 Randolph L. Elliott 380 Joshua L. Menter 380 Sean T. Beeny 380 Roger B. Wagner 380 Phyllis G. Kimmel 380 Counsel Milton J. Grossman 365 Denise C. Goulet 365 Barry Cohen 365 Linda K. Browning 365 Associates Jeffrey K. Janicke 320 Bethany Pribila 300 Kevin J. Conoscenti 290 Justin R. Cockrell 245 Law Clerk 125 Leqal Assistants Joanna Hurt 110 Admin. Assistants Tricia Fountain 110 Deborah A. McCraw 110 Natalie Kakareka 110 Roberta Rothschild 110 Making filings at FERC, Courts, or other agencies Obtaining documents from FERC, Courts, other agencies Attachment 1 $25.00 Per Filing $25.00 Per Request Copying and printing $0.15/page Long distance rate (includes facsimile) $0.19/minute Online Research (rate is determined based on monthly pro rata share of annual contract monthly price) MBO Billing Rates for Attachment 1 2013 Timekeepers: Principals Hourly Fee William T. Miller 390 Robert A. O'Neil 390 John P. Gregg 390 John Michael Adragna 390 James Choukas-Bradley 390 James H. Byrd 390 Randolph L. Elliott 390 Joshua L. Menter 390 Sean T. Beeny 390 Roger B. Wagner 390 Phyllis G. Kimmel 390 Counsel Milton J. Grossman 365 Denise C. Goulet 375 Barry Cohen 375 Linda K. Browning 375 Associates Jeffrey K. Janicke 320 Bethany Pribila 300 Kevin J. Conoscenti 290 Justin R. Cockrell 245 Law Clerk 125 Legal Assistants Joanna Hurt 110 Admin. Assistants Tricia Fountain 110 Deborah A. McCraw 110 Natalie Kakareka 110 Roberta Rothschild 110 Making filings at FERC, Courts, or other agencies $25.00 Per Filing Obtaining documents from FERC, Courts, other agencies $25.00 Per Request Copying and printing $0.15/page Long distance rate (includes facsimile) $0.19/minute Online Research (rate is determined based on monthly pro rata share of annual contract monthly price)