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EXHiBIT <br />? <br />-/7/ <br />AGREEMENT FOR OUTSIDE LEGAL SERVICES <br />THIS AGREEMENT is made and entered into between the CITY OF NORTH <br />OLMSTED ["CITY"], a municipal corporation of the State of Ohio, acting by and <br />through its Mayor, and ["COLJNSEL"], whose address is <br />WHEREAS, the City expects to have needs of outside legal services regarding <br />over the course of the next two years; and <br />WHEREAS, Counsel has represented that it has the personnel and expertise <br />necessary to advise and assist the City, through its Director of Law; and <br />WHEREAS, the City has determined to retain Counsel as special outside legal <br />counsel to assist the Director of Law in the area of <br />upon the terms and conditions specified below. <br />NOW, THEREFORE, in consideration of the promises set forth, the City and <br />Counsel agree as follows: <br />1. Scope of Services. Counsel shall perform legal services as necessary to assist the <br />Director of Law in the matter described above. The City may also request services from <br />Counsel regarding . The attorney assigned to this <br />Agreement shall be , unless otherwise authorized by the Director of Law. <br />The Director of Law shall be the representative of the City to accept or give any request, <br />approval, notice or the like under this Agreement. <br />2. Term of Agreement. The term of this Agreement shall commence as of the date of <br />execution of this Agreement and shall continue and be in effect until December 31, 2009. <br />3. Confidentiality of Information. Counsel shall retain in strictest confidence all <br />information furnished by the City and the results of any reports or studies conducted as a <br />result of this Agreement, along with all supporting work papers and any other <br />substantiating documents. Counsel shall not disclose such information to others without <br />the prior written consent of the Director of Law. <br />4. Compensation. The City shall compensate Counsel for services performed under <br />this Agreement as described in Exhibit A attached and incorporated by this reference. <br />The compensation for Counsel provided by this Agreement is entire and complete. <br />Counsel has not received and will not receive any other compensation in connection with <br />this Agreement. <br />5. Payment. Counsel shall provide invoices each month for work accomplished <br />through the last day of the preceding month. Counsel must submit documentation <br />supporting the charges in the invoice, which must be consistent with Exhibit A, and must <br />include the contract number of this Agreement on each invoice. Payments shall be based