LEGAL SERVICES AGREEMENT (96)LEGAL SERVICES AGREEMENT
THIS L GAL SERVICES AGREEMENT (the "Agreement") is entered into as of this
c) --n4 day of , 2025, with an Effective Date of July 1, 2025, nunc pro tunc, 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, 200 South Orange Avenue,
Suite 2300, 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 for the purpose of addressing:
(i) environmental matters as the same may arise from time to time, including,
but not limited to, environmental and other transactional representation requested or
approved by the City Attorney in support of CGS Energy, formerly known as Clearwater
Gas System, and
(ii) the remediation activities being conducted at the Joe DiMaggio Sports
Complex, Harbor Drive Fill Area, the Clearwater Gas Complex property, 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 the City, as well as the other legal obligations, and with respect to
remediating these Sites.
SECTION 3. TERM. The term of this Agreement shall be for two (2) years, beginning
on July 1, 2025, nunc pro tunc, and shall expire on September 30, 2027 ("Term").
SECTION 4. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree
to an initial rate of $675.00 per hour for attorney services for William L. Pence and other partners,
to a rate of $475.00 per hour for additional attorney services by Hanna F. Elmasry and other
associates, and to a rate of $370.00 per hour for paralegal services by Tami Whaley or other
paralegals. Professional fees for services shall not exceed $100,000.00 for the Term of this
Agreement.
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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,
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 the 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 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 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.
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IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the
date first written above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By:
Bruce Rector Je P ier
Mayor City Manager
Approved as to form: Attest:
David Margolis
City Attorney
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Rosemarie Call
City Clerk
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BAKER & HOSTETLER LLP
l
By:
Ltitit
William L. Pence, Partner