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06-564Council File # 'J Green Sheet # p Presented By CITY OF S�CTT PAUL, MINNESOTA /3 1 RESOLVED, upon request of the City Attorney pursuant to Charter § 5.02, there being special 2 circumstances requiruig the services of outside counsel to provide bond opinion and related legal 3 services, that the law fum of McGrann Shea Anderson Carnival Straughn & Lamb, Chartered, is 4 hereby appointed special counsel for said purposes and for the compensation specified in the 5 Master Lega1 Services Agreement between the Housing and Redevelopment authority of the City 6 of Saint Paul and said firm effective April 1, 2006; and BE IT FURTHER RESOLVED, that the proper City officials aze hereby authorized to execute said agreement McGrann Shea Anderson Carnival Straughn & Lamb, Chartered. Adoption Certified by Council Secre By. 6 Approved byM�eyyY� �� r � By: �Li r Fo�m Appro� � City Ai[omzv By:� ���� i� Form Approved ayor for Submission to CouncIl By: � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � 11/_� i �o%� DeparimeMloffice/councii: Dffie Initiated: v v � cA — CiTyAttomey . 16.1UN-06 Green Sheet NO: 3031070 CorMact Person 8 Phone: Department Sent To Person InitiaUDate Ge21d Hendrickson � 0 i rn � 2 A55ign i i Attom D artmentDir r� o'�� Must Be on Council Agenda by (Date): Number Z a r� � Ma r Assistan 2&JUN-06 For ROUting 3 ouncil Council O�� 4 i Clerk i CLerk 5 Total # of Signature Pages _(Clip NI Locations for Signature) Action Requested: Appointment of McCn�aun Shea Anderson Camival Straughn & Lamb as bond counsel. Recommendations: Approve (A) or Reject (R): Personal Service Contrects Must Mswer the Following Questions: Planning Commission �. Has this persoNfirm ever worked under a contract for this department? CIB Committee Yes No Civil Service Commission 2. Has fhis person/firm ever been a city employee? Yes No 3. Does this person/frm possess a skill not nortnally possessed by any current cily employee? Yes No Explain all yes answers on separete sheet and attach to green sheet Initiating Problem, Issues, Opportu�ity (Who, What, When, Where, Why): Do to unique circumstances, special counsel is needed to represern the Ciry/HRA in bond transac6ons. AdvanWges If Approved: The CityQ3RA will have qualified special counsel to provide bond opinions and related legal services. � Disadvantages If Approvetl: �' I� � 2 � u o I3one. ���� d�� @ l .. DisadvanWges If Not Approved: The Ciry1HRA will not have qualified special counsel to provide bond opinions and legal services. ToWI Amount of CosURevenue Budgetetl: COUIICII R@ Trensaction: SQ$r�tj �'����+ FunEing Source: Activrty Number. Financial Information: �UN 2 � 2��6 (Explain) D� -.s�� I,egal Services Agreemen# (McGrann Shea) THIS LEGAI. SERVIC�'ES AGREEMENT (hereinafter referred to as the "Aa eemenY'), is made and entered into effective the _ day of April, 2006 by and betwaen the HOUSING AND REDEVELOP_MENT AUTHORITY OF T€� C`ITY OF SAINT PAUL, MINNESOTA, a pubiic body under the laws of tke 3tate of Minnesota, whose address is Stute 1300, 25 tiV"est 4�' Stceet, St. Pau1, MN 55102 (hereinafter referred to as "Antkority") and MC GRAIV SHEA ANI}ERSON CARR�iVAL STRAUGFIN & LAMB, CFIARTERED, whose address is 800 NicoFlet Ma11, Suite 2600, Minneapolis, Mn 55402 {herainafter referred to as "Consultant"}. VVFiEREAS, under Sectian 5.02 af tlze City of Saint Paul Charter the city attorney shall represent the city in a11 causes in which the city is interested and shall kave full and complete charge of the legal business of the city, and in any case of special oz unusual circumstances the council, upon the request of the city attorney, may by resoIution appoint and fis special counsel's compensation; and R'HEREAS, the Authorify engages in economic development, redevelopment and housing projects and the fmancing thereof in fiu�therance of the public purposes of the Authority which is to enhance the well-being of the City of Saint Paul, Nfiunesota and its residents; and R'I3EREA�5, federal and state law and regulations significantly impact the projects and programs undertaken by the Authority, and the obligations issued by or on behalf of the Authority to finance such projects and programs, and therefore there is a need for special legal expertise to be availahle to the Authority on a specific projeot basis relating Yo such federal and state laws and regulations for housing, redevelopment and economic development projects; and WHEREAS, the Consultant is experienced in legal matters relaring to pubtic finance, economic development, redevelopment, housing and related ma#ters; and WHEREAS, the Consuitant is one of the Iaw firms approved by the AutIiority's Board of Commissioners to provide legal services to the Authority in pubfic fuiance matters as provided in the Authority's Resolution No. 06- /_-_. NOW THEREFOI2E, the Authority and Consultant, in consideration of the mutual terms and conditions, promises, covenants, and payments hereinafter set forth, agree as follows: SECTION 1. Scope of Services. A. Cansultant agrees to pravide legal services to the Authority at the direction of the Office of the City Attorney (hereinafter referred to as the "CAO") with respect to specific projects. A Scope af Work will be agreed upon by Authoriiy, and Consultant for specific prajects. Each Scope af Work will be in the form of the attached E�ibit A, and incIude a list of individuais wko wilI peFform the work, and a list of key tasks. Each Scope of Work will be signed by Authority and Consultant prior fo the commencement of any work and shall be incorporated into this Agreement as an attachment. Authority and Gonsultant agree that all of the terms aud eonditions of this Agreement shall appfy to each Scope of Work. D� -5 l�� B. Consultant shalf perform all legal services under Section lA above in accordance with the requirements set forth in Eichibit B attzched to this Agreement. SECTIOl\' 2. Time Far Campletion. A. Unless tenninated eazlier or extended as otherwise provided herein, rhe term of the Agreement shall commence upon the execurion of the Agreement and shall tenuinate on March 31, 2QQ8. B. The Iegai services rendered by Cansultant in accordance with Section 1 A herein s1�alI be commenced and completed in accordance with the schedule contained in each Scope of Work. C. In the event that there are delays caused by actions of the Authority or which may be reasonably requested by the Consultant whicf� can change the completion date, Consultant shall request an extension of tnne for completion of the project. The CAO will review the request and may grant to the Consultant such extensions of tune as may be reasonable. D. The Authority reserves the right to extend the term of this Agreement for a period of two years. The Authority can exercise this right by giving written notice thereof to Consultant no later than December 3I, 2007. SECTION 3. BilIings and Payment. That far Consultaut's faithful performance af tUis Agreement, the Authority hereby agrees to compensate the Consultant as follows: {a} The Consultant shall be compensated for services provided hereunder at the rate of $205.00 per hour for attorney time, $185.00 per hour for associate time, and $125.00 per hour for paralegal tizne. Provided, however, in the event that Yhe fees of the Consultant will be paid by a private developer, the hourly rate for attorney time is the ConsultanYs norxnal recovery or billing rate. (b) In addition to the fees for services set forth above, the Firm shall be entitled to reimbursement for its reasonahle and necessary disbursements for duplication of documents; messenger or special delivery services; long distance telephone charges; telecopy or fax charges; and other reasonable and necessary amounts paid to third parties related to the services provided pursuant to this Agreeinent. The Consultant skall bill the CAO on a monthly basis of each year for the services provided heteunder unless other terms are mutually agreed upon by the CAO and Consultant. In the event of termination of tUis Agreement, the Consuliant sha11 be paid for its services rendered up to and including the day upon which termination is effective. Each invoice submitted by the Consultant sha11 separately itesnize, and s#ate the fees, names of the lawyers, amount of time, nature of work performed, and disbursements attributable to, each separate matter to wkich such bill relates. In the event the Consnttant faiIs to comply witi7 any terms or conditions of the Agreement or to provide in any manner the work or services as agreed to herein, the CAO 2 O� -5� �f reserves the imilateral right to withhold any payment on invoices until the CAO is sarisfied that corrective action has been Yaken or completed. This right is in addit�on to and not in lieu of the Authority's rig�ts to termination and other remedies as provided in Sections 15 and 16 of this AgreemenY. SECTION 4. Responsible Individual. A The indi�idual at the Consultaut primarily respansible for the perforniuice of the legal setvices required of the Consultaut under this Agreement shall be Peter L. Cooper. The CAO, or a person designated by the CAO shall be respansible for directing the Consultant to perfnrm legat services for the Authority. The responsible individual sha11 perform the legai services in accordance with the requirements set forth in E�ibit B. The responsible individual at the Consuitant sha11 submit to the CAO the monthly billing statements provided in Section 3 of this Agreement. SECTION 5: Authority Responsibilities. A. The Authoriry agrees to provide Consultaut with access to any information from Authority docusnents, staff, and other sources needed by Consultant to complete the work described herein. SECTIQN 6. Work Products, Records, Disseminafion of Information. A. For purposes of this Agreement, Che foflowing words and phrases sha11 have the meuungs set forth in this section, except where the context cleazly indicates that a different meaning is intended. "Work product" shall mean any report, recommendation, paper, presentation, drawing, demonstration, or other materials, wheiher in written, electronic, or other format that resuits from ConsultanYs services under this Agreement. "Supporttng documentation" shall mean any surveys, questioanaires, notes, research, papers, analyses, whether in written, electronic, or in other format and other evidences used to generate any and all work performad and work products genexated under this Agreement. "Business records" shall mean any books, documents, papers, account records and other evidences, whether written, electronic, or in ather format, belonging to Consultant and pertaining ta work performed under this Agreement. B. All deliverable work products and supporting documentation Yhat result from the Consultant's services under this Agreement shatl be delivered to the Authority and shall become the property of the Authority after final payment is made to the Consultant, with no right, ritle, or interest in said work products or supporting docuxnentation vesting in Consultant. C. The Consultant agrees not to release, transmit, or otherwise disseminate information associated with or generated as a result of the work performed under this Agreement without prior knowledge and written consent of the Authority. D. In the event of termination, all documents finished or unfinished, and supporting documentation prepared by the Consultant under this Agreement, shail be delivered to the Authority by Consultant by the terminarion date and there shall be no further obligation of the U6 5( Authority to Consultant except for payment of amounts due and owing for work performed and expenses incurred to the date and time of termination. E. The Consultant ab ees to maintain a11 business recards in such a manner as wili readily conform to the terms of this A�eement and to make snch materials available at its office at all reasonable times during tlus Agreement period and for six {6} years from ttte date of the finat payment under the A�eement for audit or inspection by the Authority, the Auditor of the State of Minnesota, or other duly autharized representafive. F. Consultant agrees to abide strictly by Chapter 13, Minnesota Government Data Practices Act, and in pazticular Minn. Stat.§§ 13.05, subd. 6 and 11; and 1337, subd. 1(b} and Minn. 3tat §§ 138.17 and 15.17. All of the data created, collected, received, stored, used, maintained, or disseminated by the Consultaut in performing functions under this Agreement is subject ta the requirements of the Miimesota Government I?ata Practices Act and Consultant must comply with those requirements as if it were a governmental entity. The remedies in Chapter 13 apply to the Cansultant. If any provision of this Agreemant is in conflict with the Minnesota Government Data Practices Act or other Ivlinuesota state laws, state law shall conuol. SECTION 7. Equal Opportunrty EmpIoyment. A, Consultant will not discriminate against any employee or applicant for employment for work under this Agreement because of race, creed, religion, color, sex, sexual or affectional orientation, national origin, ancestry, familial status, age, disability, mazitat status, ox status with regard to public assistance and will take affirmative steps to ensure that appiicants are employed and employees are treated during empioyment without regazd to the same. Consultant agrees w be bound by and comply with the requirements of Section 183.04 of the Saint Paul Legislative Code and the Rules Governing Affirmative Requiremenis in EmpIoymenf adopted by the Saint Paui Human Rights Commission. This provision shall inciude, hut not be limited to the folIowing: employment, upgrading, demotion, or transfer; recruitment advertising, layoff or tezmination; rates af pay or their forms of compensarion; and selection for Yraiiung, including apprenticeship. SECTION 8. Compliance With Applicable Law. A. ConsulYant agrees to comply with all federal, state, and local laws or ordinances, and all applicable rules, regulations, and standards established by any agency of such governntental units, wluch are now or hereafter promulgated insofaz as they relate to the Consultant's performance of the provisions of this Agreement. It shall he the obligation of the Consultant to apply for, pay for, and obtain all permits and/ar licenses required. SECTION 9. Conflict of Interest. A. Consultant agrees that it wi13 not contract for or accept employment for the performance of any work or services with any individual, business, corporation, or government unit fhat would create a couflict of interest in the performance af its obligations pursuant to Uus Agreement with the Authority. B. ConsultanY s acceptanee of this Agreement indicates compliance with Chap#er 24.03 of the Saint Paul Administrative Code: "Except as perxnitted by law, no City official or employee shalt be a party to or ha�e a direct financial interest in any sa(e, 1ease, or contract with the Ciry." o� s�y C. Consultant agrees that, should any canflict or potential conflict of interest become Irnown, Consultant shall advise the CAO of the sitvation so that a determination can be made about Consvl#ant's abiiiiy to continne performing services under the Agreement. SECTIdN 10. Insurance. A. Coasultant shall be required to cazry insurance of the kind and in the aznaunts shown below for the life of the Agreement. Excluding Professional Liability Insurance, all insurance certificates should state that the Authority and the City of Saint Paul, Mitu�esota, a municipal corporation (hereinafter referred to as the "City"), their respeciive employees and officials aze Additional Insureds. A cross suits endorsement shall be provided to fhe benefit of the Authority. 1. Public Liabiiity Fnsurance a) Bodily Injury b) Properiy Damage $1,OOO,fl00 $2 $1,000,000 $2,000,000 each occurrence aggregate each accident aggregate c) Palicy must include an "all services, products, or oompleted transactions" endorsement. 2. Automobile Insurance a) Bodily Tnjury $ 750,000 per person $1,000,000 per accident b) Property daruage not less than $50,000 per accident 3. Worker's Compensation and Employer's Liabilitv a) Worker's Compensation per Nlinnesota Statute b) Emplayer's Liability shall haue minimum lirnits of $500,000 per accident; $500,000 per employee; $500,000 per disease. c) Contractors with 10 or fewer employees who do not haue Worker's Compensation coverage are required to provide the Authority with a letter verifying their number of employees. 4. Professional Liabilitv Insurance a) $'7,000,000 per occurrence b) $�,OOO,OQO aggregate 5. General Insurance Rec�uirements a} Excluding Professional Liability Insurance, the poGcy is to be written on an occurrence basis or as acceptable to the Authoriiy. Certificate of insurance must indicate if the policy is issued on a claims-made or occurrenca basis. All certificates of insurance shaIi provide that the be given not less than thirty (30} days written notice of cancellation, non-renewal or any material changes in the policy, including, but not limited to, coverage amounts. Agent must state on the certificate if the policy inclades errors and omissions coverage. b} The Consultant sha11 not commence work until a Certi#icate of Insurance o� -�s�y covering all of the insurance required for this projsct is approved and the CAO has issued a notice to pmceed. Insurance must remain in place for the duration of the original Aa eement and any ea�tension periods. c) The Authority reserves the right to review ConsultanYs insurance poticies at auy time to verify that Authority requiremenis have been met. d} Nothing shall preclude the Authoriry from requirsng Consultant to purchzse and pravide evidence of additional insurance. e) Satisfaction of policy and endorsement requirements for General Liability and Auto Insurance, of "each occcurence" and "aggregate" limits, can be met with an umbrella or excess policy with the same uiiuimum monetary limits written on an oceurrence basis, providing it is written by the same insurance carrier. SECTION Il. Independent Contractor. A. It is agreed by the parties that, at all times and for aIl purposes within the scope of the Agreement, the relationship of the Consultant to the Authority is that of independent contractor and not that of emgloyee. No statemant contained in this Agreement shall be constxued so as to find Consultant an employee of the Authority, and Consultant shall be entitled to none of fhe ri�ts, privileges, or benefits of employees of either the Authority or City. SECTION 12. Subcontracting. A. The Consultant agrees not fo enter into any subcontracts for any of the work contemplated under Uus Agreement without obtaining prior written approval of the Authority. SECTION 13. Hold Harmless. A. The Consultant shall indemnify, save and hold hatYnless, protect, and defend the Authority and City, its off`icers, agents, and employees from all cIaims, actions or suits of any character brought for or on account of any claimed or alleged injuries or damages received by any person or property, inclading the Authority and City, resulting from any acf or omission by any person emptoyed by Consultant in canying out the terms of this Agreement. SECTION 14. Assignment. A, The Authority and the Consultaut each binds itself aad its snccessors, Yegal representatives, and assigns of such other party, with respect to all covenants of this Agreemant; and neither the Authority nor the Consultant will assign or transfer their interest in this Agreement without the written consent of the other. SECTTON 1S. `Termination. A. The Authority has the right to terminate this Agreement at any time by giving notice thereof to the Consultant. B. In the event of temunation, the Authority will pay Consultant for all services actuaily, timely, and faithfully rendered to the Authority as detennined 'ut the reasonable discretion of the Authority, np to the receipt of the notice of teimination and thereafter until the date of tern�ination. The Consultaut wi11 deliver all work producu and supporting documantaiion to the Authority developed up to the date of fermination prior to the Authority rendering final payment for services. /. . SECTION Ib: Default by ConsuItant; Anthority remedies. A. In the event Consultaut faiis or negiects to comply with any term or condirion of this Agreement or #o provide the services stated herein, Authority shall have the follawing rights: {a) to suspend payment of any invoices; (b) to com�nence an action to recover the damages incurred by the Authority; (c) to commence an acuon to campel specific performance of the A�eement by the Consultant; and (d) to terminate this Agreement. These remedies shall be in addirion to any other remedies available to the Authority in law or ec}uiTy. The Authority shali be enritled to recocer reasonable attomey's fees and costs of coIlectian assooiated with enforcing its rights hereunder. SECTION i7. Amendment or Changes to Agreement. A. Authority or Consultant may request changes that would increase, decrease, or otherwise modify the Scope of Services. Such changes and method of compensation must be authorized in writing in advance by the Authority. B. Any alterarions, amendmenYs, deletions, ar waivers of the provisions of this Agreement shall be valid only when reduced to writing and duly signed by the parties. SECTION 18. Notices. A. Except as otherwise stated in this Agreement, any norice or demand to be given under this Agreement shall be delivered in person or deposited in United States Certified Mail, Return Receipt Requested to the addresses set forth in the opening paragraph of this Agreement. SECTION 19. Waiver. A. Any fault or delay of a party to assert any zight under tkus Agreement shall not constitute a waiver or a termination of that right, this Agreement, ox any of this AgreemenY s provisions. SECTION 20. Survival of Obligations. A. The respective obligations of the Authority and Consulfant under these terms and conditions, which by iheir nature would con#inue beyond the terminatioa, canceliation, or expiration hereof, shall survive terrnination, cancellation or expiration hereof. B. If a court or governmental agency with proper jurisdiction determines that this Agreement, or a provision herein is unlawful, this Agreement or that provision, shall terminate. If a provision is so ternunated but the parties legally, commercially, and practicabiy can con#inue this Agreement without the terminated provision, the remainder of this Agreement sha11 continue in effect. SECTION 21. Interpretatian of Agreement, Venue. A. This Agreament shall be interpreTad and consriued according to the laws of the State of Mianesota. All litigation related to this Ageeement shall be venued in the District Court of the Couniy of Ramsey, Second Judicial District, State of Minnesota. SECTION 22. Force Majeure. A. Neither the Authoriry nor the Consnitant shall be held responsible for performance if its performance is prevented by acts or events beyond the party's reasonable conYrol, including, but noY limited to: severe weather and storms, eartkquake or other natural occurrences, strikes and other labor unrest, power failures, elecirical power surges or currenY fluotuations, nuclear ar �� 56 y other civil military emergencies, or acts of legislative, judicial, executive, or adrninistraUve authorities. SECTION 23. Entire Agreement. A. It is understood and agreed that this entire Agreeinent supersedes all oral agreements and negotiations betwean the parkies relatiu� to the subject marters herain. SECTION 24. Business Office. A. During the term of this A�eemant and auy extension hereo£, the Consuttant agrees to maintain a business office in downtown Saint Pau1. IN WTTNESS VJHEREOF, the parties hereto have executed tkis Agreement, the day and yeaz first above written. Housing and Redevelopment Authority of the City of Saint Panl, Minnesota: By Its Execufive Director By Its DirecYor of Offrce of Financial Services By W.H.Tyrone Terrill, Director Department of Human Rights Approved as to form: Assistant City Attorney Funding: Activity # and Activity Manager Signature MeGran 5hea ELnderson Carniv 1 Straughn & Lamb, Chartered B � , ...--' Its .t � I � TaY Idenfificatian Number y/ . f(�, S�YS't/�y' b�-5�� Exhibit A Scope of Wark l. 2. 3. services by Attachment to Legal Services Agreement Dated April _, 2006 Project: Description of legal services to be performed: Consultant will begin work on , 200_. 200_, and complete the 4. (a} Attorney fees for non-bond related work for the project will be billed at the hourly raYes set forth in Section 3(a} of the Legal Services Agreement, and costs will be reimbursed in acoordance with Section 3{b). Total fees and costs shall not exceed the amount of $ (b} If the project involves the Authority's Revenue Bonds or Tax Increment Bonds, then attomey fees for bond relafed work aze agreed to be set at the fixed sum of $ payable, together with cos4s, solely from the proceeds of the bond saie. The Consuitant shall provide a single line bill for the bond elosing. Provided however that no fees or costs aze due or payable to Consultant if the bond closing does not occur. In addition, the Consultant shall provide to the CAO and the Authority's project manager with an itemized billing statement upon completion of the bond closing that will contain the folIowing information: the names af the attorneys performing the work, the nature and dates of work performed, and the amount of time associated with each item of wark. 5. C2 Tndividuais from the Consultant to work on this project aze as follows: Special provisions: ACCEPTED AND AGREED TO EFFECTIVE Hoasing and Redevelopment Authorify of the City of Sainf Paul, Minnesota: By Its Executive Director r�� By Its Director of Office of Financial Serviees t� �6y Approved as to form: Assistant City Attorney Funding: Activity # and Activity Manager Signature McGran Shea Andersou Carnival Straughn & Lamb, Chartered B� �. ✓h.✓ ��, Its //-,., r� Tax Identificatian Number L� /- �( S'"'�S�/�j✓ IO a6-5�� ��b�t a Consultant agrees to perform atl legal services uuder the �faster Legal Services Agreement and each Scope of Work in accordance with the following reguirements: 1. Unless directed otherwise by the CAO, aIl requests for legal services, advice and opinions by Consultant, and other communications between the Consultant and Authority sha1l be through the CAO. 2. The CAO shall be copied an all communications whether in the form of inemos, letters, e-maiLs, fases and the like. 3. The CAO shall be informed of atl meetings scheduled with Authority staff including the project name and agenda. 4. Do not assume you lrnow how the Authority will decide upon or handle a particular matter or issue. Simply because it has been the Authority's custom or practice in the past does not mean it should or will contisiue to be the same in the matter you aze currendy hanclling. 5. For most files, it shoutd be unnecessary to involve mare than one attorney. If the case requires more invotvement than one attorney, prior approval must be secured from the CAO. 6. Do not "double up" at meetings or caurt hearings. Unless prior approval has been obtained, the AuThority wili not pay for more than one attorney at any meeting or court hearing. 7. The client is the Authority and the Authority, through its executive director and project managers, makes the decisions on all business negotiations and other items regarding a project. Your role as outside legal counsel is to provide legal counsel and advice to the project managers and execurive d'n•ector, and provide the Authority with possible oourses of action, options and soiu6ons. 8. It is important to listen to the needs of the project manager and to draft cleaz, concise and easy to understand Ianguage that effectuates the intentions of the AuthoriTy. 9. If it appears that the amounf of attorney's fees will greatly exceed the original esUmate ar"not to exceed" amount, then you should notify the project manager as soon as possible so that appropriate action can ba taken to minimize ongoing expenses or fund the increased costs. 11 (Y OFFICE OF THE CITY ATTORNEY John J. Choi, CiryAtiorney CITY OF SAINT PAUL Christopher B. Colem¢n, Mayor Civil Division 400 Ciry Hall IS Y7estKelloggBlvd Sairti Paul, Minnesota 55102 Telephone: 657 266-8770 Facsimite: 65T 298-5619 7une 19, 2006 Mayor Cluistopher B. Coleman 390 City Hall St. Paul, MN 55102 Councilmember Montgomery 310-A City Hall St. Paul, MN 55102 Councilmember Harris 310-C City Hall St. Paul, MN 55102 Council President Lantry 320-C City Hall St. Paul, MN 55102 Councilmember Thune 310-B City Hail St. Paul, N1N 55102 Councilmember Benanav 310-D City Ha11 St. Paul, MN 55102 Councilmember Helgen Councilmember Bostrom 320-A City Hali 320-B City Hall St: Paul, MN 55102 St. Paul, MN 55102 Re: Outside Counsel for Bond financing and related matters Dear Mayor Coleman, President Lantry and Councilmembers: This letter is sent to request the appointment of special counsel under Charter § 5.02 to represent the City and the HRA by providing bond counsel opinions and related legal services. By letter of this same date, John Choi, the City Attomey, has given me the authority to act in this matter. The law related to municipal finance, in particulaz as to bond transactions, is a kughly specialized area. Also, an opinion from a law firxn independent from the City and the HRA is necessary in order to market the bonds. Due to these special circumstances, the City and the FIl2A has a long history of retaining special counsel to provide these legal services. The Office of City Attorney (CAO) initiated an e�austive process to solicit proposals and to select hvo or more law firms to represent the City and the ITRA by providing bond counsel opinions and related legai services. The selection group included CAO staff attorneys, the Director of Financial Services and staff from that office, and the Director of Planuuig and Economic Development and staff from that department. The selection group received proposals from si�c well gualified law fums. From this group the selection group recommended three law firms: Briggs and Morgan, P.A., Kennedy and Graven, Chartered, and McCnann Shea Anderson Carnivai Straughn & Lamb, Chartered. All three firms are well qualified, committed to Saint AA-ADA-EEO Employer �. 1 Mayor Coleman Councilmembers June 19, 2006 Page 2 Paul, and have satisfied the city Department of Human Rights as to affuznative action requirements. The CAO has negotiated with these firms to obtain very fauorable terms. In all three cases we have obtained agreements for "govemment rates" for fees that aze discounted from their standard fees. Pursuant to Charter § 5.02, I request that the Council and the E-IRA board appoint these three firms_ I haue sent the necessary City resolutions and copies of the relevant agreements to you electronically for your review. The PED staff wil] prepare the necessary staff reports and resolutions far HRA board action. Please place these on the first available agenda. Please contact me if you haue any questions. Sincerei e d T. He drickson Deputy City Attorney cc: Trudy Moloney, D'uector of Council Research AA-ADA-EEO Employer . � �y OFFICE OF Tf� CITY ATTORNEY John J. Choi, CityAnorney CITY OF SAINT PAUL ClvirtopherB. Coleman, Mayor Civil Division 400 CUyHall IS WutKelloggBlvd. Saint Pmd, Minnuota 55702 Telephone: 65l 266-8A0 FarsimSe: 65I 298-5619 June 19, 2006 Mayor Christopher B. Coleman 390 City Hall St. Paul, MN 55102 Councilmember Montgomery 310-A City Hall St. Paul, MN 55102 Councilmember Harris 310-C City Hall St. Paul, MN 55102 Council President I,autry 320-C City Hall St. Paul, MN 55102 Councilxnember Thune 310-B City Hall St. Paul, MN 55102 Councilmember Benanav 310-D City Hall St. Paul, MN 55102 Councilmember Helgen Councilmember Bostrom 320-A City Hall 320-B City Hall St. Paul, MN 55102 St. Paul, MN 55102 Re: Special Counsel for Bond fmancing and related matters Deat Mayor Coleman, President Lantry and Councilmembers: Last fall, before I became City Attomey, the Office of City Attorney (CAO) under Manuel Cervantes began a process to select two or more firms to represent the City and the IIRA on bond counsel opinions and related legal services. The selection group included CAO staff attorneys, the Director of Financial Services and staff from that office, and the Director of Plaiuiing and Economic Development and staff from that department. When I became CiTy Attorney in January, the process was already well underway. The selection group has made its recommendations and staff has negofiated terms with the selected firms. The next step under the Charter is for the City Attorney to request the City Council to appoint special counsel and establish the compensafion. As most of you may know, prior to becoming City Attorney, I was an officer, director and sharehoider in the law firm of Kennedy and Grauen, Chartered. That firm has done municipal bond wark for the HI2A since 1996 and is one of the fums proposing to be retained by the City and HRA. AA-ADA-EEO Employer � �... Mayor Coleman Councilmembers June 19, 2006 Page 2 When I left Kennedy & Graven, I severed all financial relationships with it and therefore do not have any financial interest in the firm whatsoever. There would be no illegality and no impropriety for me to be involved in the selection of bond counsel for the City and HRA, but I believe that it is wise to avoid even the appeazance of impropriety. Therefore by this letter, I am designating Gerald Hendrickson, Deputy City Attorney, to exercise the authority of the City Attomey under Charter § 5.02 to request the Council to appoint special counsel. You will be receiving a separate communication from Mr. Hendrickson making the request. Any questions you may have about the selection process and recommendations may be made directly to him. Since�ly �/ Jo J. Choi City Attorney cc: Gerald Hendrickson, Deputy City Attorney Shari Moore, City Clerk AA-ADA-EEO Bmployer