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LEGAL SERVICES AGREEMENT - CLEARWATER BEACH AND DOWNTOWN REDEVELOPMENT PROJECTS LEGAL SERVICES AGREEMENT THIS AGREEMENT is made on the 22nd day of June, 2001, 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 Consultant and Counsel in the following matter: Clearwater Beach and Downtown Redevelopment Projects. 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 $125,000.00. 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. ".0 07' .q:) 1/' i"i) /;') lJ1, 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 Agreement professional liability insurance in an amount of $1 ,000,000. This provision shall survive the termination of this Agreement. 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. 2 lO Page 3 of Legal Services Agreement between City of Clearwater and Siemon 7 Larsen dated Tu. n e.. ;t :;).. ~Q:) l eJ IN WITNESS WHEREOF, the City and Counsel have executed this Agreement as of the date first written above. Countersigned: Approved as to form: ~ K. Akin City Attorney IfJ CITY OF CLEARWATER, FLORIDA By: ~1L._~"Ir ~ B. Horne II Interim City Manager Attest: SIEMON & LARSEN, P. A. ~I~ Cliarles L. Siemon, Esquire 3 Exhibit A - Scope of Services City of Clearwater Clearwater Beach and Downtown 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 Projects"): 1. Siemon & Larsen shall act as the City's representative in the negotiation of the 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 public 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. -1- ,$ 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. I. 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 and City Manager 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 ofthe City Attorney and the City Manager or his designee. -2- /fJ III. Deliverables. The Clearwater Beach and Downtown 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. -3- IYJ 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 ofthe amendments, as well as required supporting information, will need to be provided 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. -4- .~