Loading...
LEGAL SERVICES AGREEMENT (108)LEGAL SERVICES AGREEMENT This Legal Services Agreement (this "Agreement") is made and entered into as of October � , 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, the City is in need of legal services and representation to effectively serve the City and its residents, WHEREAS, on September 22, 2026, a complaint was filed in state court in the litigation styled as The Nash Keys FL, LLC v Caty of Clearwater, Case No 26 -005622 -CI), (Fla 6th Cir Ct , Pinellas Cnty) ("Litigation"), and WHEREAS, the Parties now wish to enter into this Agreement to allow Counsel to provide legal services to and represent the City in the matter described below on the terms set forth in this Agreement 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 authonzed to provide the services and to obtain the professional fees described in this Agreement 2 SCOPE OF SERVICES Counsel is engaged to provide the following legal services to the City (i) representation of the City as litigation counsel m the Litigation, and, if requested by the City, in any appeal from an order entered in the Litigation, and (ii) any such other related legal services as may be requested by the City regarding the subject of the Litigation No modification of this scope of services shall be effective unless in wrrtmg and signed by both Parties 3 PROFESSIONAL FEES FOR SERVICES The City and Counsel agree to a rate of $350 00 per hour for any partners or of counsel, $300 00 per hour for any associate attorneys, and $125 per hour for any paralegal assistance Counsel shall bill the City monthly for its services Counsel's compensation for the professional services herein shall be limited to $100,000 00 unless an authorized representative from the City approves an increased amount 4 TERM This Agreement will be effective from the date first written above, and shall continue until the conclusion of work within the scope of services set forth in paragraph 2 above, unless terminated earlier in accordance with this Agreement (the "Term") 1 5 COMPENSABLE EXPENSES Reimbursement of expenses shall be made by the City to Counsel for reasonable out-of-pocket expenses as determmed 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, court reporter appearances and transcnption, 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 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 ansing 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 regulatmg The Florida Bar provide that common representation of multiple parties is permissible where the clients are generally aligned in mterest, even though there is some difference m mterest among them Counsel has disclosed to the City that Counsel has, currently does and may m the future, serve as City Attorney to the cities of Dunedm, 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 lendmg mstitutions on public finance matters mside and outside the State of Flonda From time to time, Counsel may represent financial institutions which may underwrite the City's bonds, notes or other obligations (and other fmancial mstitutions hired by the City) on financmgs 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 descnbed 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 2 Counsel understands that the City reserves the right to identify a representation that it fords objectionable m the future, m which case both parties agree to take appropriate steps to resolve the issue Should any potential conflict anse m 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 wntten conflict waivers from both parties 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 junsdiction in Pinellas County, Florida [Remainder of Page Left Blank Intentionally] 3 IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first written above BRYANT MILLER OLIVE P A Ellie Neiberger Shareholder CITY OF CLEARWATER, FLORIDA Owen Kohler Bruce Recto City Attorney Mayor Attest --ir Rosemarie Call City Clerk 4