LEGAL SERVICES AGREEMENTLEGAL SERVICES AGREEMENT
FOR CITY OF CLEARWATER COMMUNITY DEVELOPMENT BOARD
This Legal Services Agreement (this "Agreement") is made and entered into March 30,
2026, by and between THE CITY OF CLEARWATER, FLORIDA, a Florida municipal
corporation (the "City"), and BRYANT MILLER OLIVE P.A., a Florida corporation ("Counsel")
(collectively, the City and Counsel are the "Parties").
WITNESSETH:
WHEREAS, due to unforeseen circumstances, the City of Clearwater Community
Development Board (the "Board") is in need of legal services and representation to effectively
serve the City and its residents; and
WHEREAS, the Parties now wish to enter into this Agreement to allow Counsel to provide
legal services to and represent the Board.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the sufficiency and receipt whereof being
hereby acknowledged, the Parties agree as follows:
1. AUTHORIZATION TO PROCEED AS COUNSEL. Counsel is hereby authorized to
provide the services and to obtain the professional fees described in this Agreement.
2. SCOPE OF SERVICES. Counsel hereby agrees to provide its attorney services to the
Board, which shall include legal advice and consultation; document preparation;
representation to the Board at board meetings, for appellate proceedings, and for other
legal proceedings; and such other legal services as directed by the City.
3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel agree to a rate of
$350.00 per hour for any partners or of counsel and $300.00 per hour for any associate
attorneys. Counsel shall bill the City monthly for its services. Counsel's compensation
for the professional services herein shall be limited to $50,000.00 unless an authorized
representative from the City approves an increased amount.
4. TERM. This Agreement will be effective from April 1, 2026, through March 31, 2028,
unless terminated earlier in accordance with this Agreement (the "Term").
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 of
Clearwater 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 shall not exceed which is available to the City's employees.
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6. INDEMNIFICATION AND INSURANCE. Counsel agrees, through the provision of
professional liability insurance and similar coverages, to protect, defend, indemnify,
and hold the City and its officers, employees, and agents free and harmless from and
against any 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 or its employees 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 Term, professional liability insurance in an amount not to exceed Two Million
Dollars and 00/100 Cents ($2,000,000.00). This provision shall survive the termination
of this Agreement.
7. CONFLICT OF INTEREST. It is understood by the Parties 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 to agree to permit the conflict representation.
The rules regulating The Florida Bar provide that common representation of multiple
parties is permissible where the clients are generally aligned in interest, even though there
is some difference in interest among them. Counsel has disclosed to the City that Counsel
has, currently does and may in the future, serve as City Attorney to the cities of Dunedin,
Safety Harbor, and Largo, and general counsel to PSTA, and other special districts, and,
serve as bond or disclosure counsel to other local governments, act as underwriters'
counsel and represent lending institutions 011 public finance matters inside and outside the
State of Florida. From time to time, Counsel may represent financial institutions which
may underwrite the City's bonds, notes or other obligations (and other financial
institutions hired by the City) on financings for other governmental entities on unrelated
matters. In all such cases, such representations are standard and customary within the
industry and Counsel can effectively represent the City and the discharge of Counsel's
professional responsibilities to the City will not be prejudiced as a result, either because
such engagements will be sufficiently different or because the potential for such prejudice
is remote and minor and outweighed by consideration that it is unlikely that advice given
to the other client will be relevant in any respect to the subject matter, and the City
expressly consents to such other representations consistent with the circumstances herein
described. Counsel's representation on unrelated matters is not likely to create or cause
any actual conflict, and such service will not be per se construed as a conflict or be
objectionable to the City.
Counsel understands that the City reserves the right to identify a representation that it
finds objectionable in the future, in which case both parties agree to take appropriate steps
to resolve the issue. Should any potential conflict arise in the future, Counsel would
immediately disclose the facts to the City including the party with which there might be a
conflict, the nature of the potential conflict, and the means of resolving such potential
conflict, including but not limited to obtaining written conflict waivers from both parties
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and/or resignation of the representation or representations which is/are causing the
conflict, if desired.
8. CONSTRUCTION OF AMENDMENTS. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. This Agreement may
only be amended in writing by mutual agreement of the Parties.
9. CANCELLATION OF AGREEMENT. The City or Counsel may cancel or terminate
this Agreement upon thirty (30) days advance written notice to the other party. 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.
10. AFFIDAVIT OF COMPLIANCE WITH ANTI-HUMAN TRAFFICKING LAWS. As
required by Section 787.06(13), Florida Statutes, which applies when a contract is
executed, renewed, or extended between a nongovernmental entity and a governmental
entity, Counsel has provided the anti-human trafficking affidavit., which is on file with
the City.
11. ATTORNEY'S FEES AND VENUE. In the event that either party hereunder seeks to
enforce this Agreement through attorneys at law, then the Parties agree that each party
shall bear its own costs and that the jurisdiction for such an action shall be in a court of
competent jurisdiction in Pinellas County, Florida.
[Remainder of Page Left Blank Intentionally]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and
year first written above.
— BRYAN
an, Esq.
CLEARWATER, FLORIDA
Bruce Recto
Mayor
Approved as to form:
Interim City Attorney
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Attest:
Rosemarie Call
City Clerk