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HomeMy WebLinkAbout2022-08-01 J02A Engagement Agreement_Urban Renewal, Economic DevelopmentAGENDA ITEM: CITY OF WAUKEE, IOWA CITY COUNCIL MEETING COMMUNICATION MEETING DATE: August 1, 2022 AGENDA ITEM:Consideration of approval of a resolution approving Ahlers & Cooney, P.C., Engagement Agreement, General Urban Renewal/Economic Development Matters FORMAT:Consent Agenda SYNOPSIS INCLUDING PRO & CON: The City utilizes Ahlers & Cooney PC as legal counsel for representation and services related to the following; Urban Renewal Plans and Amendments, development agreements, Urban Revitalization Plans and Amendments and other economic development matters. Ahlers & Cooney PC has requested an engagement agreement be adopted to approve the scope of work. FISCAL IMPACT INCLUDING COST/BENEFIT ANALYSIS: Hourly rates ranging from $180-$400 per hour. Work by legal assistants is currently billed at $120- $130 per hour. COMMISSION/BOARD/COMMITTEE COMMENT: STAFF REVIEW AND COMMENT: Staff recommends approval of the agreement. RECOMMENDATION: Approval of Resolution ATTACHMENTS: I. Proposed Resolution II. Scope of Engagement PREPARED BY:Jennifer Brown, Director of Economic Development REVIEWED BY: J2A THE CITY OF WAUKEE, IOWA RESOLUTION 2022- APPROVING AHLERS & COONEY, P.C., ENGAGEMENT AGREEMENT, GENERAL URBAN RENEWAL/ECONOMIC DEVELOPMENT MATTERS IN THE NAME AND BY THE AUTHORITY OF THE CITY OF WAUKEE, IOWA WHEREAS, the City of Waukee, Dallas County, State of Iowa, is a duly organized Municipal Organization; AND, WHEREAS, Ahlers & Cooney, P.C., proposes an Engagement Agreement to represent the City in connection with the City’s economic development activities, including urban renewal matters, development agreements, urban revitalization matters, and similar projects; AND, WHEREAS, City staff finds the proposed hourly rate to be reasonable and will provide needed support for economic development activities; NOW THEREFORE BE IT RESOLVED by the City Council of the City of Waukee that the Ahlers & Cooney, P.C., Engagement Agreement, General Urban Renewal/Economic Development Matters, is hereby approved. Passed by the City Council of the City of Waukee, Iowa, and approved the 1st day of August, 2022. ____________________________ Courtney Clarke, Mayor Attest: ___________________________________ Rebecca D. Schuett, City Clerk RESULTS OF VOTE: AYE NAY ABSENT ABSTAIN Anna Bergman Pierce R. Charles Bottenberg Chris Crone Larry R. Lyon Ben Sinclair Ahlers & Cooney, P.C. Attorneys at Law 100 Court Avenue, Suite 600 Des Moines, Iowa 50309-2231 Phone: 515-243-7611 Fax: 515-243-2149 www.ahlerslaw.com Nathan J. Overberg 515.246.0329 noverberg@ahlerslaw.com Jenna H.B. Sabroske 515.246.0328 jsabroske@ahlerslaw.com July 22, 2022 Sent via email: jbrown@waukee.org Jennifer Brown Economic Development Coordinator City of Waukee 204 West Hickman Road Waukee, IA 50263 RE: City of Waukee General Urban Renewal/Economic Development Matters Engagement Agreement Dear Jennifer: The purpose of this Engagement Agreement (“Agreement”) is to disclose and memorialize the terms and conditions under which Ahlers & Cooney, P.C. will represent the City of Waukee, Iowa (the “City”) from time to time in connection with the City’s economic development activities, including urban renewal matters, development agreements, urban revitalization matters, and similar projects (the “Economic Development Matters”). SCOPE OF ENGAGEMENT We agree to represent the City in the City’s Economic Development Matters for which the City requests our services. In the course of representing the City on such Economic Development Matters, we will perform the following services, as applicable, for the fees we charge under this Agreement. Urban Renewal Plans and Amendments to Urban Renewal Plans In the role of representing the City with respect to the City’s urban renewal plans currently in existence and with respect to the creation of new urban renewal plans or the amendment of existing plans, upon request for such services by the City, we will provide the following services: 1. Prepare urban renewal plan and amendment documents and/or review drafts of such documents prepared by the City or third parties (depending on City’s selected approach) in accordance with Iowa Code Chapter 403; 2. Prepare related adoption proceedings for Council meetings, related notices, and letters of instructions for Council proceedings; Page 2 3. Prepare TIF ordinance(s) to create or modify TIF district(s); 4. Answer questions and advise City staff and the Council throughout the adoption process for urban renewal plans and amendments, and thereafter with respect to questions raised by the City related to administration of urban renewal activities under adopted urban renewal plans and amendments. Development Agreements In the role of representing the City with respect to development agreements (including agreements involving the purchase or sale of real property), upon request for such services by the City, we will provide the following services: 1. Draft development agreements incorporating terms negotiated by the parties; 2. Prepare related approval proceedings for Council meetings, related notices, and letters of instructions for Council proceedings; 3. Answer questions and advise City staff and the Council throughout the drafting, negotiation, and approval process for development agreements, and thereafter with respect to questions raised by the City related to interpretation or administration of development agreements. Urban Revitalization Plans and Amendments to Urban Revitalization Plans In the role of representing the City with respect to the City’s urban revitalization plans currently in existence and with respect to the creation of new urban revitalization plans or the amendment of existing plans, upon request for such services by the City, we will provide the following services: 1. Prepare urban revitalization plan and amendment documents in accordance with Iowa Code Chapter 404; 2. Prepare related adoption proceedings for Council meetings, related notices, and letters of instructions for Council proceedings; 3. Prepare designating ordinance(s) to designate or modify urban revitalization area boundaries; 4. Answer questions and advise City staff and the Council throughout the adoption process for urban revitalization plans and amendments, and thereafter with respect to questions raised by the City related to administration of adopted urban revitalization plans and amendments. Other Economic Development Matters In the role of representing the City with respect to other economic development matters, upon request for such services by the City, we will provide the following services: 1. Consult with and advise City staff regarding the matters; 2. Draft legal documents, letters, memorandums, and other documents as requested by the City; Page 3 3. Prepare related proceedings for Council meetings, related notices, and letters of instructions for Council proceedings, as needed. COOPERATION To enable us to provide effective representation, the City agrees to: (1) disclose to us, fully and accurately and on a timely basis, all facts and documents that are or might be material or that we may request; (2) keep us apprised on a timely basis of all developments relating to the representation that are or might be material; (3) attend meetings, conferences, and other proceedings when it is reasonable to do so; and (4) cooperate fully with us in all matters relating to the engagement. During the course of this engagement, we will rely on the City’s staff to provide us with complete and timely information on all developments pertaining to any aspect of the Economic Development Matters for which the City seeks our services. LIMITATIONS Our duties under this Agreement are limited to those expressly set forth above, and shall be on a case-by-case or project-by-project basis, as directed by the City. Absent a separate engagement agreement regarding one or more of the following services, the services we provide and the fees we charge hereunder do not include: 1. Preparing legal descriptions; 2. Services related to Economic Development Matters for which our assistance is not requested by City staff and/or the City Council; 3. Independently administering and/or monitoring compliance with documents approved as part of Economic Development Matters, including but not limited to preparing annual reports, monitoring compliance with terms of development agreements, or preparing or filing certifications related to urban renewal areas (provided however that our engagement would include advising the City on specific questions raised by the City regarding the City’s ongoing administration and monitoring related to such documents); 4. Defending any legal challenges to or arising out of Economic Development Matters (absent a separate, written engagement agreement for such representation); 5. Acting in a financial advisory role, including but not limited to confirming or calculating any potential tax increment anticipated within urban renewal areas; or 6. Any bond (finance) related services. It is not anticipated that it will be necessary for us to personally attend Council meetings in order to accomplish our work. We will be coordinating our services with you and other City staff, as directed by the City. In the event that public hearings or litigation should occur in the course of this matter, we would expect the same to be handled by the City Attorney, unless special arrangments are made for our participation. ATTORNEY-CLIENT RELATIONSHIP As confirmed by the execution of this Agreement, the City will be our client and an attorney-client relationship will exist between us for the Economic Development Matters for which Page 4 the City staff requests our assistance. Our services are limited to those contracted for in this letter and the City’s execution of this Agreement will constitute an acknowledgement of those limitations. OTHER REPRESENTATIONS As you are aware, our firm represents many political subdivisions, companies, and individuals. It is possible that during the time that we are representing the City in its Economic Development Matters, one or more of our present or future clients will have transactions with the City. We do not believe such representation, if it occurs, will adversely affect our ability to represent you as provided in this Agreement, either because such matters will be sufficiently different from the Economic Development Matters so as to make such representations not adverse to our representation of you, or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the Economic Development Matters. However, if a conflict with one or more of our present or future clients arises in connection with our representation under this Agreement, we will (i) notify you of the conflict of interest and (ii) decline to participate in any matter where the interests of our clients, including the City, may differ to the point where separate representation is advisable. The firm historically has arranged its practice to hold such occasions to a minimum, and intends to continue doing so. Occasionally circumstances may arise in which a conflict between clients may be waived, if the informed written consent of the involved clients is obtained. If such circumstances arise, we would submit a separate letter to the City Council requesting such informed, written consent to waive the conflict, which the City Council could consider at that time. Execution of this Agreement will signify the City’s consent to our representation of others consistent with the circumstances described in this paragraph. FEES The attorneys working in the economic development practice area of the firm, including Nathan Overberg and Jenna Sabroske, will be the attorneys chiefly responsible for providing you with these legal services. However, if efficient and appropriate, other attorneys and legal assistants may assist with the provision of services from time to time. The fees charged for all legal services provided under this Agreement will be based on the hours worked by firm personnel at their hourly rates in effect at the time the work is performed. Mr. Overberg’s current hourly rate is $320 and Ms. Sabroske’s current hourly rate is $220. Work performed by other attorneys will be billed at their current hourly rate (currently ranging from $180-$400 per hour). Work by legal assistants is currently billed at $120-$130 per hour. The hourly rates reflected herein are subject to our periodic review and adjustment. Our rates are typically adjusted annually as of January 1st of each year. We will provide a current rate schedule upon request at any time during the engagement covered under this Agreement. It is difficult to estimate the total cost for the work on any given project undertaken hereunder. We will charge for our time by the hour, and there are many variables that impact the number of hours spent on the work. Expenses will be billed at the amount incurred. Our statement for services and expenses will be due and payable within 30 days of receipt of the invoice, which in most instances, will be sent monthly throughout our work on a given project. Should you have Page 5 any questions about a statement or a fee, please do not hesitate to call. We do reserve the right to withdraw from representation for any reason, including failure to pay the monthly statement in accordance with this policy. If, for any reason, the City terminates the engagement governed by this Agreement, we will bill the City for the services rendered as of the date of termination based on the hourly rates of those who provided services. ELECTRONIC DOCUMENTS AND DATA In the interest of facilitating our services to you, we may send documents, information or data electronically or via the Internet or store electronic documents or data via computer software applications hosted remotely or utilize cloud-based storage. Your confidential electronic documents or data may be transmitted or stored using these methods. We may use third party service providers to store or transmit these documents or data. In using these electronic communication and storage methods, we employ reasonable efforts to keep such communications, documents and data secure in accordance with our obligations under applicable laws, regulations, and professional standards; however, you recognize and accept that we have no control over the unauthorized interception or breach of any communications, documents or data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us or by our third party vendors. By your acceptance of this Agreement, you consent to our use of these electronic devices and applications and submission of confidential client information to or through third party service providers during this engagement. RECORDS At your request, papers and property furnished by you will be returned promptly upon receipt of payment for outstanding fees and client charges. Our own files, including lawyer work product, pertaining to the Economic Development Matters will be retained by us. We may store some or all client file materials in a digital format. After any or all paper documents are digitized, we may destroy all paper documents in the client file. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other material retained by us after the termination of this Agreement. APPROVAL Please carefully review the terms and conditions of this Agreement. If the above correctly reflects our mutual understanding, please so indicate by returning a signed and dated copy of this letter, retaining an original for your file as well. If you have questions regarding any aspect of the above or our representation, please do not hesitate to contact us. As always, we appreciate the opportunity to represent the City and we look forward to working with you on the City’s Economic Development Matters. Page 6 Ahlers & Cooney, P.C. Sincerely, By: By: Jenna H.B. Sabroske Accepted and approved on behalf of the City Council of the City of Waukee* By: _____________________________ Dated: _________________________ Title: _____________________________ *Authorized by action of the governing body, approved on ____________________, 2022. 02082064-1\21938-288