LEGAL SERVICES RE CLEARWATER BEACH REDEVELOPMENT PROJECTS AND BEACH BY DESIGN
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LEGAL SERVICES AGREEMENT
THIS AGREEMENT is made on the M day of Q ~CEfr10gR2000, by and
between the CITY OF CLEARWATER, FLORIDA, Post Office Box 4748, Clearwater,
Florida 33758-4748 (the "City") and the law firm of Siemon & Larsen, P.A, 533 Plaza
Real, Mizner Park, Suite 339, Boca Raton, Florida 33432 ("Counsel").
WIT N E SSE T H:
WHEREAS, the City wishes to retain Siemon & Larsen to serve as Counsel in the
following matter: Clearwater Beach Redevelopment Projects and Beach by Design.
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, the parties hereto do hereby agree as follows:
SECTION 1. AUTHORIZATION TO PROCEED AS COUNSEL. Counsel is
hereby authorized to provide services as described in this Agreement and for the
professional fees described in this Agreement.
SECTION 2. SCOPE OF SERVICES. Counsel hereby agrees to provide its
professional services as described in the Scope of Services attached as Exhibit "A"
SECTION 3. PROFESSIONAL FEES FOR SERVICES. The City and Counsel
agree to a rate of $200.00 per hour for attorney services for Charles L. Siemon and $175
per hour for attorney services for Wendy U. Larsen. The fees under this contract shall not
exceed $100,000.00.
SECTION 4. TERM. The term shall be for such time as City deems necessary for
the completion of the services described herein.
SECTION 5. COMPENSABLE EXPENSES. Reimbursement of expenses shall
be made by the City to the firm for reasonable out-of-pocket expenses as determined by
the 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 as well as auto travel expenses shall not exceed that which is available to City of
Clearwater employees.
SECTION 6. INDEMNIFICATION AND INSURANCE. Counsel agrees to protect,
defend, indemnify and hold the City and its officers, employees and agents free and
harmless from and against any and all 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 Counselor 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 life of this ~greement professional liability insurance in
an amount of $1,000,000. This provision shall survive the termination of this Agreement.
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SECTION 7. CONFLICT OF INTEREST. It is understood by the City and Counsel
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.
SECTION 8. CONSTRUCTION AND AMENDMENTS. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida. This
Agreement may be amended only by a writing duly entered into by the City and Counsel.
SECTION 9. COURT REPORTER SERVICES. The City has a contract with D &
D Reporting Services for all court reporter services, including the use of court reporter
services by the City's outside counsel. Counsel agrees to use D & D Reporting Services
whenever possible.
SECTION 1 O. CANCELLATION OF AGREEMENT. The City may cancel or
terminate this Agreement upon five (5) days advance written notice to Counsel. 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. Further, it is understood and agreed between the City and Counsel that
Charles L.. Siemon, Esquire, will be the lead attorney assigned by the firm to provide the
services contained herein. The City in its absolute discretion may immediately terminate
this Agreement upon written notice to the firm if the services of this attorney are
unavailable to the City.
SECTION 11. ATTORNEYS FEES. In the event that either party seeks to
enforce this Agreement through attorneys at law, then the parties agree that each party
shall bear its own costs and that jurisdiction for such an action shall be in a court of
competent jurisdiction in Pinellas County, Florida.
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Page 3 of Legal Services Agreement b/je~
City and Siemon & Larsen dated /.:2, ~ 2tJoo
IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as
of the date first written above.
Countersigned:
CITY OF CLEARWATER, FLORIDA
By: ~A!J.~.z JJc-
William B. Horne II
Interim City Manager
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Brilli . Aun9lJf '
Mayor-Commissioner
Approved as to form:
Attest:
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Pamela K. Akin
City Attorney
(1, ~~- ~ -. J-L- ,Q~ ('_
~~ E. ~:Dudeau
City Clerk
SIEMON & LARSEN, P. A
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Charles L. Siemon, Esquire
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Exhibit A - Scope of Services
City of Clearwater
Clearwater Beach Redevelopment Projects
I. General Description.
Siemon & Larsen will perform its work with the assistance of the City's Administration
regarding matters related to redevelopment projects for the City.
Siemon & Larsen will provide the City of Clearwater with professional services relating to
the negotiation of public/private partnership in regard to redevelopment initiatives
("Redevelopment Proj ects"):
1. Siemon & Larsen shall act as the City's representative in the negotiation ofthe
elements of all public/private partnerships including the following:
a. A proposed development program for all development activity which
involves land which is currently publicly owned or involves public
obligations other than ordinary administration of the City's existing Land
Development Regulations.
b. Redevelopment Project design, including the character, location and
magnitude of all development, the design of private development
improvements and the design of improvements to the Apublic realm.
c. Disposition terms and conditions for all public land interests which are to be
developed for private use as a part of a Redevelopment Project.
d. Terms and conditions governing the provision of public infrastructure and
other public improvements which are required to support a Redevelopment
Project.
e. Developer obligations and performance security in regard to public/private
improvements required for a Redevelopment Project.
f. Operating agreements for public and private areas within a Redevelopment
Project.
g. Terms and conditions governing the maintenance of public and private areas
within a Redevelopment Project.
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h. The terms and conditions of municipal obligations including exercises of the
City's governmental powers which are required in order to carry out the
Redevelopment Project.
1. Financial terms and conditions relative to all aspects of the Redevelopment
Project which directly effect the public interest.
2. Siemon & Larsen shall prepare all documentation necessary to memorialize any
public/private partnerships in a form to ensure compliance with all applicable laws
and to ensure the legal enforceability of the City's rights and interests in the
public/private partnership.
3. Siemon & Larsen shall prepare such legal memoranda and opinions as are required
to negotiate the terms and conditions of the public/private partnership.
4. Siemon & Larsen shall participate in any proceeding required to obtain approval or
permits which are necessary to carry out Redevelopment Projects.
5. Siemon & Larsen shall participate in all proceedings for public consideration and
approval of the joint public/private partnership agreement.
6. Siemon & Larsen shall provide any and all other professional services within the
firm's sphere of professional capabilities as are determined by the City Attorney to
be appropriate and necessary to serve the City's interest in regard to Redevelopment
Projects.
7. Siemon & Larsen shall be available and shall meet with members of the public, the
administration and the City Commission as is necessary to understand public
perspectives in regard to any Redevelopment Projects and to provide such persons
with information in regard to the progress of the negotiations.
8. Siemon & Larsen shall make periodic presentations to the City Commission at public
meetings in regard to the progress of the negotiations.
II. Client Contact.
Siemon & Larsen shall perform its work under the direction of the City Attorney.
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III. Deliverables.
The Clearwater Beach Redevelopment Projects will involve the preparation of a variety of
documents including a development program and design and the legal instruments needed
to implement the program. Siemon & Larsen will prepare and submit drafts of the various
documents required under this scope of services to the City Attorney for review and
comment prior to submitting the documents to other parties designated for the negotiation
of a public/private partnership. Appropriate revisions will then be made and submitted to
those parties designated for negotiation.
Although the specific documents which will be required depends on the developer=s
development program, it is likely that the following instruments will have to be negotiated
and drafted.
Redevelopment Agreement. An agreement, perhaps between the City, the CRA and the
Developer whereby the scope of the redevelopment undertaking will be established in terms
of geographic scope, land uses and land use intensities. The Agreement would also include
special design considerations that are to apply to the redevelopment project.
Land Disposition Agreement. An agreement setting forth the terms of the disposition of
any public land involved in the Redevelopment Agreement.
Land Assembly Agreement. An agreement setting forth the terms of any assistance which
may be required for the assembly of land: the actions required by the City and the developer,
timing as well as other associated terms of assistance.
Parking Agreement. An agreement setting forth the location, amount, and terms of
additional parking to be provided for the Redevelopment Projects. The agreement would
specifically address financial issues, as well as design.
Public Improvements Agreement. An agreement between the City and the Developer will
be required which would set forth the specifics of any City obligations regarding the
provision of necessary public improvements, if any, and in particular the design, location and
timing of those improvements.
Public Financing Agreement. If the City agrees to financing any of the improvements in
the Redevelopment Projects, an agreement regarding financing would be required which
would set forth the specific terms of such financing.
Security Agreements. If the Development Agreement requires that the Developer provide
security, then security agreements (e.g. letters of credit, performance bonds etc.) would be
drafted.
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Legal Memoranda. During the course of negotiating and forming a public/private
partnership, numerous legal issues are often raised which warrant research and drafting of
legal memoranda. To the extent that the City Attorney requests these memoranda from time
to time, they will be provided.
Maintenance Agreement. Undoubtedly an issue that will need to be addressed is the on-
going maintenance of public improvements. Resolution of this important issue will require
negotiation of a maintenance agreement that sets forth the scope of respective
City/Developer responsibilities, the period of time of those responsibilities, and other
specific terms.
Comprehensive Plan Amendment. Depending on the nature of the development
agreement, it is possible that an amendment to the comprehensive plan would be required.
If so, the actual text of the amendments, as well as required supporting information, will
need to provided to be submitted to the City for review and decision. Siemon & Larsen will
assist as necessary.
Land Development Regulations Amendment. Depending on the nature of the
development agreement, it is possible that one or more amendments to the land development
regulations may be required. If so, the actual text of the amendments, as well as required
supporting information, will need to provided to be submitted to the City for review and
decision. Siemon & Larsen will assist as necessary.
IV. Compensation.
Siemon & Larsen shall be compensated for work performed on an hourly basis according to
the firm's published billing rates subject to the provisions described below. In addition, the
City shall reimburse Siemon & Larsen for reasonable out of pocket expenses (not overhead)
incurred in the performance of the firm's work.
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