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Amended Agenda Item 2AGREEMENT FOR LEGAL SERVICES AGENDA ITEM #2 December 16, 2013 CITY COMMISSION OF THE CITY OF ATLANTIC BEACH THIS AGREEMENT is made and entered into this __ day of December, 2013, by and between the City Commission of the City of Atlantic Beach, a Florida municipality, and Kopelousos, Bradley & Ganison, P.A. ("KBG"). WHEREAS, the City of Atlantic Beach desires to retain the legal services of KBG pursuant to the terms and conditions set forth below, and; WHEREAS, KBG desires to accept said engagement pursuant to the te1ms and conditions set forth below, and; WHEREAS, the parties desire to set forth their agreement in written form; NOW, THEREFORE, for and in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Monthly Retainer. The City of Atlantic Beach shall pay KBG a monthly retainer of $8,000.00 for the Legal Services set forth in paragraph 2 of this Agreement beginning on December __ , 2013, and continuing on a monthly basis thereafter. 2. Legal Services. The retainer will compensate KBG for the following Legal Services: a. acting as the legal advisor to, and attorney and counselor for, the City of Atlantic Beach and its officers in matters relating to their official duties; b. attendance and participation at regularly scheduled City Commission meetings; Special meetings; Emergency meetings; Commission workshops; Community Development meetings and Code Enforcement Board meetings; c. preparing in writing, all contracts in which the city is concerned and giving an endorsement of approval as to fmm and conectness; d. review and preparation, if necessary, of ordinances and resolutions not concerning the matters set forth in paragraph 3; e. furnishing opinions on questions of law relating to the powers and duties of city officers; f. legal advice to the City Commissioners, the City Manager and the City of Atlantic Beach staff; g. legal research and preparation of legal memoranda to assist the City of Atlantic Beach in the conduct of its business. 3. Additional Services. The monthly retainer does not compensate KBG for the following Additional Services: a. Prosecuting and defending against and on behalf of the City of Atlantic Beach, all civil complaints, suits and controversies in which the City is a party; b. representation of the City of Atlantic Beach in a controversy where another attorney is involved; 1 AGENDA ITEM #2 December 16, 2013 c. legal work associated with the issuance of bonds and other instruments by the City of Atlantic Beach; d. performing such other duties as may be required by ordinance or resolution of the City Commission; e. legal work not contemplated in paragraph 2 of this Agreement. 4. Compensation for Additional Services. The City of Atlantic Beach will compensate KBG at the rate of $200.00 per hour, plus costs (unless the pmiies agree to an alternative form of compensation) for the Additional Services described in 3(a) and (b). The parties will negotiate the terms of compensation for the Additional Services described in and 3 (c), (d) and (e) at such time as said Additional Services are required. 5. Termination of Agreement. Either pmiy may te1minate this Agreement with or without cause at any time. 6. Severability. If any prov1s10n or pmiion of this Agreement is held to be unconstitutional, invalid, or unenforceable, the remainder of this Agreement or pmiions thereof shall be deemed severable, shall not be affected, and shall remain in full force and effect. 7. Governing Law. This Agreement shall be interpreted and construed under the laws of the United States and the State of Florida. Any litigation arising hereunder or related hereto shall be tried by the state courts for the County of Duval, Florida. 8. Entire Agreement Between the Parties. The parties agree that this is the entire agreement between the pmiies. This Agreement overrides and replaces all prior negotiations and te1ms proposed or discussed, whether in writing or orally, about the subject matter of this Agreement. No modification of this Agreement will be valid unless it is in writing identified as an Amendment to the Agreement and is signed by an authorized representative of the City of Atlantic Beach and KBG. WITNESS the following signatures pursuant to due authority. CITY COMMISSION OF THE CITY OF ATLANTIC BEACH, a Florida municipality. By: ______________________________ __ Nelson VanLiere, City Manager KOPELOUSOS, BRADLEY & GARRISON, P.A. By: ______________________________ __ Rob Bradley, Esq. Managing Pminer 2