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<br />(5) review of comments ffom proposer( s) regarding draft contract; <br />(6) attendance at clarification and negotiation meetings with <br /> <br />proposer(s); <br /> <br />(7) continual coordination with City staff members regarding ongoing <br />developments and strategies; <br /> <br />(8) preparation of memoranda where appropriate, in connection with <br />issues which may arise in the course of the engagement; <br /> <br />(9) preparation of drafts of contract to reflect negotiations; <br /> <br />(10) preparation of the final operation, maintenance and management <br /> <br />contract; and <br /> <br />(11) attendance at City Council briefings, public hearings and other <br />forums, as necessary, to discuss the operation, maintenance and management contract(s), <br />as necessary. <br /> <br />(B) Direction of Legal Services. Services under this agreement shall <br />be performed under the direction of the City Attorney or other person designated by the <br />City. In light of the variability of the time and complexity of the issues involved in <br />programs of this nature, the Firm and the City agree to consult regularly as to the level of <br />effort which is appropriate to the carrying out of services hereunder. <br /> <br />(C) Professional Judgment and Legal Advice. The Firm acknowledges <br />that the City has engaged it to render legal advice at a reasonable price in a manner that is <br />consistent with the Firm's professional responsibilities. The Firm agrees to perform legal <br />services on behalf of the City in accordance with professional standards. The Firm cannot <br />warrant or guarantee the outcome of any aspect of the proposed transaction. In particular, <br />it is agreed that the legal advice provided by the Firm is neither a warranty nor guaranty <br />that no court will invalidate either the procedures followed, the actions taken or the <br />contracts entered into in connection with this engagement, and it is further agreed that the <br />Firm's advice neither promises nor assures the achievement of wholly valid procedures, <br />actions or contracts or the actual performance by the contractual parties of their <br />respective obligations. The Firm's engagement is limited to the workscope set forth in <br />paragraph (A) above and the Firm is not engaged to provide advice with respect to other <br />areas including, but not limited to, labor, environmental or procurement law, or with <br />respect to credit standing, financial statements, price proposals, technical qualifications or <br />merit, or other similar financial, technical or other non-legal matters or conditions <br />pertaining to any proposer, to any proposal, or to the company executing any agreement, <br />and owes the City no duty in respect thereof The Firm advises the City to seek qualified <br />independent professional advice concerning all such matters. <br /> <br />Section 3. Compensation. (A) Hourly Rates. The City agrees to pay <br />the Firm for services rendered hereunder based upon a blended rate for all attorneys at <br />$260 per hour. <br /> <br />-2- <br /> <br />315305.2001092 AGMT <br />