06-565RESOLUTION
CITY OF SAINT PAUL, NIINNESOTA
Presented By
Council File # ��,7
Green Sheet #���
��"
1 RESOLVED, upon request of the City Attorney pursuant to Charter § 5.02, there being speciai
2 circumstances requuing the services of outside counsel to provide bond opinion and related legal
3 services, that the law firm of Kennedy and Graven, Chartered, is hereby appointed special
4 counsel for said purposes and for the compensation specified in the Master Lega1 Services
5 Agreement between the City of Saint Paul and said firm effective Aprii 1, 2006, and as specified
6 in the Master Legai Services Agreement between the Housing and Redevelopment authority of
7 the City of Saint Paul and said firm efFective April 1, 2006; and
10
By
Approved
BE IT FURTHER RESOLVED, that the proper City officials are hereby authorized to execute
said agreements.
�-5 —ocv
Form Approv , y�City Attomey
By: �
Fonn Approvet . or for Submission W Council
By:
By:
Adoption Certified by Council Secret�ry
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
/7C� �a.�
DeparfineM/otflcelcouncil: Date Initiated:
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cA �;TyA,�,�. 1frJUN-06 Green Sheet NO: 3031071
CoMad Person & Phone: Deoartrnent Sent To Person Initi ate
Gerald Hendrickson � 0 i A ro /1
2668710 �
A55ign 1 Attome De ar[meotDirec[or
Must Be on Council Agenda by (Date): Number 2 ur' ffice a or A'stant
28-JUN-06 For
Routing 3 uneil Council
�fde� 4 i lerk i lerk
5
Topl # of Signature Pages _(Clip All Locations for Signature)
Action Requested:
Appointment of Kennedy and Crtaven as bond counsel.
Recommendations: Approve (A) or Reject (R): Personal Service Contracts Must Mswer the Pollowing Questions:
Planning Commission 1. Has this person/firm ever worked under a contract for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firm ever been a ciry employee?
Yes No
3. Does this petson/frtm possess a skiti not normaily possessed by any
current city employee?
Yes No
Explain all yes answers on separete sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
Do to unique circumstances, special counsel is needed to represent the City/HRA in bond h'ansactions.
AdvanWges If Approved:
The CitylHRA will have qualified special counsel to provide bond opinions and related legal services.
DisadvanWges If Approved:
None.
Disadvantages If Not Approved:
The City/I3RA will not have qualified special counsel to provide bond opinions and related legal services.
Totaf Amount af Cost/Revenue Budgeted:
Transaction:
Fundins�Source: ActiviriNumber: (iOURCI� R@Sga(C�t L'@(itg
Fi nancial Information:
(EZplain) JUN 20 2006
���s6s-
Master Legal Services Agreement
(Kennedy and Graven-2006 and 200�
THIS ACREEMENT, is made and entered into effective the l day of April, 2006 by and
beiween the City of Saint Paul, Minnesota, a pubTic body vnder the Iaws of the State of
Minnesota, whase address is 15 West Kellogg Boulevazd, St Pau1, MN 55102 (hereinafter
referred to as "City") and Kennedy & Graven, Chartered, whose address is 200 South SiYth
Street, Minneapolis, NIN 55402, {hereinafter refened ta as"Consultant"}.
WHEREAS, the Ciry engages in economic development, redevelopment and housing
projects and tl�e financing thereof in furtherance of the public purposes of the City which is to
enhance the well-being of the City of Saint Paul and its residents; and
WfiEREAS, Chapter S of the Saint Paui City Charter provides that the City Council may,
upon recommendation of the City Attorney, appoint special counsel in speeial circumstances,
and fix special counsei's compensation;
WHEREAS, federal and state law and regulations significantly impact the projects and
programs undertaken by the City, and the obligations issued by ar on behalf of the City to
finance such projects and prograins and therefore the City attorney finds there is a need for
special expertise to be avaiiable to Yhe City on a continuing basis as well as on a specific project
basis relating to such federal and state laws and regulations for housing, redevelopment and
economic development prajects; aad
WHEREAS, the Consultant is experienced in legal matters relating to public finance,
public bonds of varying types, taac increment financing, redevelopment, housing and reiated
matters; and
WIIEREAS, the Consultant is one of the law firms approved by the City Council to
provide legal services to the City in public finance matters as provided in The City's Resolution
No. 06-_/_-_, and authorized the City Attomey to set the tenns of such provision of services.
NOW THEREFORE, the City and Consuitant, in consideratian of the mutuaI terms and
conditions, promises, covenants, and payments hereinafter set forth, agree as foltows:
SECTTO�lT 1. Scope of Services.
A. Consuttant agees to provide legal services to the City at the direction of the City
Attomey Offiee with respect to public bonds, taY increment financing, redevelopment
and housing projects and prograzns and finance powers af the City ("General Legal
Services").
B. Consultant further agrees to pravide legal services to the City at the directian of the
City Attorney Office with respect to specific projects as foilows:
1. Assist in pianning #he financing and structuring of ihe bond issue and, where
appropriate, preparing enabling legislation;
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2. Prepaze or supervise the bond proceedings, including preparation of documents
necessary ar appropriate to the authorization, issuance, sale, bond opinion, and deIivery
of the bonds;
3. Assist in various aspects af preparing the official staiement or other disclosure
documents to be dissenvnated in connecrian with the sale of the bonds;
4. Obtain from governmentat authorities such approvals, rulings, pernussions, and
exemprions as bond counsel detennines are necessary or appropriate with respect fo fhe
issue;
5. Prepaze all necessazy closing documents and assemble transcripts canceming a11
proceedings taken in cannecrion with the issuance and sale of the bonds;
6. Render opinions on such related matters as:
a. The applicability of particular provisions of federal and state
securities law;
b. The applicability of tax law provisions gaverning estate and gift
taxation;
a The eligibiliry of Uie bonds for investment by various fiduciaries and
other regulated investors;
d. The status of the bonds and related abligations under laws relating to
creditors' rights; and '
e. The validity and enforceability of sacurity agreements, indentures,
and other documents related ta the bonds and their security;
Assist in presenting information to bond rating organizations and bond insurers;
8. Provide advice related to amendments to federal and state tax laws;
9. Advise in negotiating boad purchase ageeemenis with underwriters;
10. Provide rebate/arbitrage services for IRS reporting purposes as necessary;
11. As requested, participate in public forums, City meetings, including Council
committee meetings and HRA Board meetings, as bond counsel to explain legal
aspects of financing; and
12. Assist in other specified activities related to the bonds.
C. A Scope of Work wili be agreed upon by City and Consultant for specific projects.
Eaeh Scope of Work will be in the form of the atfached E�ibit A and inciude a tist of
individuals who will perform the wark, and a list ofkey tasks. Each Scope of Work wiIl
be signed by City and Consultant prior to the commencement of any work and shall be
incorparated into this Agreement as aa attachment. City and Consultant agree thaY aIl of
the terms and conditions of this MasYer Agreement sha11 apply to each Scope of Work.
D. Consultant shall perform alI legal services under Sections I.A and I.B. above in
accordance with the requirements set forth in Exhibit B attached to this Agreement.
Conduit bonds are excluded from this Agreement.
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SECTION 2. Time For Completian.
A. Uriless terminated eazlier or extended as otherwise provided herein, the term of the
Agreement shall commence upon the executian of the Agreement and shall tenninate on
March 31, 2008.
B. The legal services rendered by Consultant in accordance with Section 1.B. shall be
commenced and completed in accordance wifh the schedule conta3ned in each Scope of
Work.
In the event that there aze deiays caused by actions ofthe City or which may be
reasonably requested hy the Consultant which can change the completion date,
Consultant shall request an extension of time for campletion of the project. The City
Attorney wili review the request and may grant to the Consultant such extensions of
contract rime as may be reasonable.
D. The City reserves the right to extend the term of this Agreement for a period of two
years. The Ciry can exercise this right by giving written notice thereof to Consultant no
later than December 3I, 2007.
SECTION 3. Billings and Payment.
That for ConsultanYs faithfvl performance of this Agreement, the City hereby agrees to
compensate the Consultant as follows:
(a) The Consultant sha11 be compensated for services provided hereunder at
the rate of $205.00 per hour far partner attomey time, $185.60 for associate attorney
#ime, $125.00 per hour for pazalegal time, and $110 per hour for law clerk time.
Provided, however, in tile event that the fees of the Consultant will be paid by a private
daveloper, the houriy rate of lawyer tune is the ConsuitanY s normat recovery or billing
rate.
(b) In addition to the fees for services set forth above, the Consultant shall be
enfitled to reimbursement for its reasoaable and necessazy disbursements for duplication
of doeuments; messenger or special deiivery services, Iong 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 Agreement.
(c) The total fees, costs and expenses for services performed under Section
1.A. ofthis Agreement shall not exceed $10,000.
(d) FoF general ohligation and govemmenYal revenue bonds (including, by
way of example, sewer, water, or lease/annual appropriation bonds) bond counsel will be
compensated according fo the hourly rates as set forth in Section 3(a) for hourl� legai
services, with fees capped in order not to exceed the following schedule aad to comply
with the state statute governing bond counsel fees:
PrincipaI Amount of Bonds
$1,000,00� or less
$1,060,Od1 to �3,000,000
$3,000,0001 to $5,000,000
$5,000,001 to $7,000,000
$7,600,001 to $11,d00,000
Bond Counsei Fee
$3,500
$4,504
$6,000
$7,060
$9,000
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$li,oao,00� to$is,oao,000
$15,000,001 to $20,000,�04
�24,000,001 to $25,000,004
$25,000,001 to $30,000,000
$30,000,001 and above
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S13,OOfl
$15,000
$17,000
To be negotiated
The above schedule assumes that the bond issue wi11 be a fiYed rate issue. In the event
the bonds aze sales tax revenue bonds or tax increment revenue bonds. or issued as a floating rate
issue, with liquidity or credit enhancement provisions, City and Consultant will sepazately
negotzate a different arrangement, which may be a"not-to-exceed" fee.
The Consultant shall bill the City on a monthly basis of each year for the services
provided hereunder unless other terms are mutually agreed upon by the City and Consultant. In
the event of termination of tlais Agreement, the Consultant sha11 be paid for its services rendered
up to and including the day upon which ternuna6on is effective. Each invoice submitted by the
Consultant shall separately itemize, and state the fees, names of the lawyers, amount of time,
nature of work performed, and disbursements attributable to, each sepazate matter to which such
bill relates.
In the event the Consultant faiis to comply wiYh any terms or conditions of the
Agreement or to provide in any manner the work or services as agreed to herein, the CAO
reserves the right to withhold any paymenT until the CAO is satisfied that corrective action has
been taken ar completed. This option is in addition to and no# in lieu of the City's right to
termination as provided in the Sections 15 and I 6of this Agreement.
SECTION 4. Responsible Individuals.
The individnats at the Consulfant primarily responsible for the perfarmance of the
legal services required of the Consultant under Yhis Agreement shall be John Udey and Benjamin
Johnson. The CAO shall be responsible for direcring the Consultant to perform legal services for
the Authority. The responsible individuals shall perform the legal services in accordance with the
requirements set forth in E�ibit B. The responsible individuals at the Consultant shatl submit to
the CAO the monthly billing statements provided in Section 3 of this Agreement.
SECTION 5: City Responsibilities.
A. The City agrees co provide Consultant with access to any information from City
documents, staff, and other sources needed by Consultant to complete the work described herein.
SECTION 6. Work Products, Records, Dissemination of Information.
A. For pnrposes of this Agreement, the fallocving words and phrases shall have the
meanings set forfh in this section, except where the context cleariy indicates that a different
meaning is iniended.
"Yi�ork product" shall mean any report, recommendation, paper, presentatian, drawing,
demonstration, or other materials, whefher in written, electranic, or other format that results from
ConsultanT's services under this Agreement.
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"Suppor-ting documentation" sha1I mean any surveys, questionnaires, notes, research,
papers, analyses, whether in written, electronic, or in other format and ather evidences used to
generate any and all work performed and work pzoducts generated under ttus Agreement.
"Business records" shall mean any books, documen#s, papers, account records and other
evidences, whether written, electronic, or in otiier format, belonging to Consultant and pertaiuing
to work performed under this Agreement
B. All deiiverable wark produots and supporting documentarion that result from the
Consultant's servzces uuder this Agreement shall be delivered to the City and sha11 become the
properfy of the City after final payment is made to the Consultaa# with no right, title, or interest
in said work products or supporting documentation vesting in Consultant.
C. The Consuitant agrees not to release, transmit, or otherwise disseminate information
associated with or generated as a result of the work performed under this Agreenient without
prior knowledge and written consent of the City.
D. In the event of termination, all documents fittished or tmfinished, and supporting
documentation prepared by the Consultant under this Agreement, shall be delivered to the Ciiy
by ConsuItant by the ternunatian date and there shall be no fiuther obligation of the City Yo
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 agrees to maintain aIl business recorfls in such a manner as will readily
conform to the terms of this Agreement and to make such materiais available at iTS office at afl
reasonakle times during this Agreement period and for six (6) years from the date of the final
payment under the contract far audit or inspection by the City, the Auditor of tfie State of
Minnesota, or other duly authorized representative.
F. Consultant agrees to abide strictly by Chapter I3, lvIinnesota Government Data
Practices Act, and in particuiar Minn. Stat.§§ 13.05, subd. 6 and 1l; and 13.37, subd. 1(b) and
Minn. StaY §§ 138.2 7 and 15.17. Alt of the data created, collected, received, stored, used,
maintained, or disseminated by Yhe Consultani in performing functions under this Agreement is
subject to the requirements of The Mimiesota Government Data Practices Ac# and Cansultant
must comply with those requirements as if it were a governmental entity. The remedies in
Chapter 13 appiy to the Consultanf. If any provision of this Agreement is in conflict with the
Minnesota Govarnment Data Practices Act or othec ivfinnesota state laws, state law shall control.
SECTION Z Equal Opportunity Emptoyment.
A. Consultant will not discrimiiiate 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, anceshry, familial status, age, disability, marital status, or status with
regard to public assistance and will fake affirmative steps to ensure that appticants are employed
and empioyees are treated during employment without regard To the same. Consultant agrees to
be bound by and comply with the requirements of Section 183.04 of the Saint Paui Legislative
Code and the Rules Goveming Affu�mative Acrion Requirements in Employment adopted by the
Saint Paul Human RighYs Commission.
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This provision shail include, but not be limited to the followiag: employmen#, upgrading,
demotion, or transfer; recruibnent advertising, layoff or termination; rates of pay or their forms
of compensation; and selection for training, including apprenticeship.
SECTION 8. Compliance'PVith Applicabie Law.
A. Consultaut agrees to camply with all €ederal, state, and local laws ar ardinauces, and
atl applicable niles, regulaiions, and standards established by any agency of such governmental
units, which aze now or herea#ter pLOmulgated insofaz as they relate to the Consuttant's
performance of the provisions of this Agreement. It shall be the obligation of Yhe Consultant to
apply for, pay for, and obtain all permits and,'or licenses required.
SECTION 9. Conllicf of Interest.
A. Consultant agrees that it will not contract for ar accept employmen# for the
performance of any work or services with any individual, business, corporation, or government
anit that would create a conflict of interest in the perfoimance of its obligations pursuant to this
Agreement with the City.
B. Consultant's acceptance of this Agreement indicates compliance with Chapter 24.03
of the Saint Paul Admniistrative Code: "Except as permitted by law, no City official or employee
shall be a party to or have a direct financial interest in any sale, lease, or contract with the City."
C. Consultant agrees that, should any conflict or potential conflicY of interest become
known, Consultant will advise the Purchasing Systems Manager of the situation so that a
determination can he made about ConsultanY s ability to continue perfornung services under the
Agreement.
SECTION 10. Insurance.
A. Consultant shali be required to cany insurance of the kind and in the amounts shown
below for the life of the coniract. Excluding Pzafessional Liability Insurance, insurance
certificates should state that the City of Saint Pau1, its employees and officials are Additional
Insureds. A cross suits endorsement shall be provided to the benefit of the City.
l. Public Liability Insurance
a) $odily Injury $1,OOO,a00 each occuirence
$2,000,000 aggregate
b) Froperty Damage $1,000,000 each accident
$2,000,000 aggregate
c) Poiicy must include an "all services, products, or completed transactions"
endorsement.
2. Automobile Insurance
a) Bodily Injury $ 75o,OQ0 per person
$1,006,000 per accident
b) Property dainage not lass than $SO,d00 per accident
3. Worker's Compensation and Employer's Liabilitv
a) Worker's Compensation per Minnesota Statute
b) Employer's LiabiIity shall have minimum limits of $500,000 per accident;
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$500,000 per employee; $500,000 per disease poficy Iimit.
c) CoaixacYors with 10 or fewer employees who do not have Worker's
Compensation coverage aze �equired to provide the City wiih a letter verifying their
number of empIoyees.
4. Professional Liabilitv Insurance
a) $20,000,000 per occurrence
b) $20,006,000 aggregate
5. Cseneral Insurance Requirements
a) Excluding Professional LiabiIity Insurance, fhe policy is to be written on an
occurrence basis or as acceptable to the City. Certificate of insurance must indicate
if ti�e policy is issued on a ciaims-made ar occurrence basis. All certificates of
insurance shall provide that the City's Division of Contract and Analysis Services
be given not less than thirty {30) days prior written notice of cancellation, non-
renewal or any materia2 changes in the policy; including, but not limited to,
coverage amounts. Agent must sTate on the certificate if policy includes errors and
omissions coverage.
b) The Consultant shall not commence work until a Certificate of Insurance
covering all of the insurance required for this project is approved and the project
manager has issned a notice to proceed. Insurance mixst remain in place for the
duration of the original contract and any extension periods.
c) The Ciry reserves the right to review Contractor's insurance policies at
any time to verify that City requirements have been met,
d) Nothing shall preclude the City from requiring Contractor to purchase
and provide evidence of additional insurance.
e} Satisfaction of policy and endorsement requuements for General Liability and Auto
Insurance, of "each occurrence" and "aggregate" limits, can be met with an
umbrella or excess policy with the same minimum monetary limits written on an
occurrence basis, providing it is written by the same insurance carrier.
SECTION 11. Independent Contractor.
It is agreed by the parties that, at all times and for a11 purposes within the scope of the
Agreement, the relationship of the Consultant to tiie City is that of independenY contractor and
not that of employee. No statement contained in tYtis Agreement shall be construed so as to find
Consultant an employee of the City, and Consultant shall be entitled to none of the rights,
privileges, or benefits of Saint Paul employees.
SECTI4N i2. Sixbcontracting.
The Consultant agrees not to enter inta any saboontracts for any of the work
contemplated under this Agreement without obtaining prior written approval of the City.
SECTION 13. Hold Harmless.
The Consultant sha21 indemnify, save and hold harmless, protect, and defend the City, its
officers, agents and employees from all claims, acfions or suits of any chazacter broughY for or on
account of any claimed or alleged injuries or damages received by any person or property,
06 56S
including the City, resuIting from any act or omission by any person employed by Consultant in
cazrying aut the terms of this Agreement.
SECTION 14. Assignment.
A. The City and the Consulfant each binds i#saff and its successors, legal representatives,
and assigns of such other pariy, with respect to all covenants of this Agreement; and neither the
City nor the Consultant will assign or transfer their interest in this Agreement w�ithout the
written consent of the other.
SECTION 15. Termination.
A. The City has the right ta tenninate this Agreement at any time bq giving norice
fhereof to the Consultant.
B. In the event of teruuvation, the City will gay ConsulYauY for ail services actuaily,
timely, and faithfuIly rendered up to the receipt of the notice of temzination and thereafter until
the date of termination. The Consuttant will deliver aIl work products and supportuig
documentation developed up to the time of termination prior to the City rendering final payment
for service.
SECTION 16: Default by Consultant; Ciiy Remedies.
In the event Consultant fails or neglects to comply witti any term or condition of this
Agreement or to provide the services stated herein, City shall have the folIowing rights: (a) to
suspend payment of any invoices; (b) to commence an action to recover the damages incurred by
the City; (c} to commence an action to compel specific performance of the Agreement by
Consultant; and (d) to terminate this Agreement. This remedy shall be in addition to any other
remedies available to the City in law or equity. The City shall be entitled to recover reasonable
atforney's fees and costs of collection associated with enforcing its rights hereunder.
SECTION I7. Acnendment or Changes to Agreement.
A. City or Consultant may request changes tha# would increase, decrease, or otherwise
modify the Scope af Services. Such changes and me#hod of compensation must be authorized in
writing in advance by the City.
B. Any aI#eratioas, amendments, deletions, or waivers of the provisions of this
Agreement shail be valid only when reduced to writiag and duly signed fiy the parties.
SECTION I8. Notices.
A. Except as other�vise stated in this Agreement, any notice or demand to be given under
this Agreement shall be delivered in person or deposited in United Stafes Certified MaiI, Return
Receipt Requested to the addresses set forth in the opening paxagraph of this Agreement.
SEC'FIQN 19. Waiver.
A. Any fault of a party to assert any right under this Ageeement shall not constitute a
waiver or a teruiina.tion of that right, tlus Agreement, or any of this AgreemenYs provisions.
SECTION 20. SurvivaI of pbligations.
A. The respective obligations of the City and Consultant under these terms and
conditions, which by their nature wouId continue beyond the termination, cancellafion, or
expiration hereof, shatf survive termination, canceltation or eapiration hereof.
d6-5�5
B. If a court or governmental agency w�iYh proper jurisdiction daterrnines that this
Agreement, or a pravision herein is unlawful, tt�is Agreement ar that gravision, shail termivate.
If a provision is so temunated bnt the parties legally, commerciafly, and praeticably can conYinne
t$is Agreement without the te��nivated provision, the remainder of this Agreement shatl continue
in effect.
SECfiION 21. Interpretation of Agreement, Venue.
A. This Agreement shall be interpreted and construed according to the laws of the State
of Minnesota. AtF lifigation related to this Agreement shall be venued in the District Court of the
Couniy of Ramsey, Second Judicial District, State af Minneso#a
SECTION 22. Force Majeure.
A. Neither the City nor the Consultant shall be held responsible for performance if its
perfoimauce is prevented by acts or events beyond #he party's reasonable conTrol, including, buY
not limited to: severe wsather and storms, earthquake or other natizral occurrences, strikes and
ather labor unrest, power failures, electrical power surges or current fluctuations, nuclear or other
civil military emergencies, or acts of legislafive, judicial, executive, or adininisisafive authorifies.
SECTION 23. Business Office.
A. During the term of this Agreement and any extension hereof, the Consultanf agrees to
maintain a business office in downtown Saint Paut.
SECTION 24. Entire Agreement.
A. It is understood and agreed that tlus entire Agreement supersedes a11 oral agreements
and negotiations between the parties relating to the subject matters herein.
IN WIT'1�TESS WHEREOF, the parties hereto are authaxized signatories and have
executad this Agreement, the day and year first above written.
City of Saint Paul, Minnesota:
By
Its Mayor
By
Its Director of Offiee of Financial Services
By
Tyrone Tersill, ➢irector
Department of Human Rig�ts
Approved as to form:
Assistant City Attomey
a6 - 5�5
Funding:
Activity #� and Activity Manager Signature
Ken 1nd Graven, Chartered
By
Tts St�.��.C,(�e,
Tax Identi&catian Number c( (- s� 2 g 6� `�
E�ibit A
Scope of Wark
Attachment ta Master Legai Services Agreement
Dated
Project
O�
2.
3.
services by
Description of legal services to be performed:
Consultant will begin work on
, Zoa_.
20Q� and complete the
4. (a) Attorney fees for non- bond related work will be billed at the hourly rates set
forth in section 3(a) of the Master Legal Services Agreement, and costs will be
reimhutsed in accordanca with Section 3(b}. Totai fees �nd costs shall noY exceed the
amount of $
(b) If the project involves City Revenue Bonds ar Tax Increment Bonds, then
attorney fees for bond related work aze agreed to be set at a fixed sum of $
payable together wifh costs, solely from the proceads of the bond sale. T4ie Consultant shall
provide a single line bill for ihe bond closing; provided, however, that no fees or costs aze due or
payabie to Consuitant if the bond closing does not occur. In addition, the Consultant sfiall
provide the CAO and the Director of Financial Services with an iYemized bi2ling statement upon
completion of ti�e bond closing that will contain the folIowing informarion: the names of the
attorneys or paralegal performing the work, the nature and dates of the work performed and the
amount of time associated with each iten of work.
5.
Q
Individuals from the Cansultant to work on this project aze as follows:
Speciai provisions:
ACCEPTED AND AGREED TO:
City of Saint Paul, Minnesota:
I�
By
Its Director of Off'ice of Financial Services
Approved as to form:
Assistant City Aitorney
Funding:
Aclivity # and Activity Manager Signature
Kennedy & Graveu, Chartered
o � 565
By
Its
Tax Identification Nwnber
•. .7
Master Legal Services Agreement
(Kennedy & Graven-20U6 and 2007}
THIS NIASTEI2 LEGAL SERVICES AGREEME�T (hereinafter referred to as the
"Agreement"), is made and entered into effective the l day of , 2066 by aad between the
FIOUSING AND REDEVELOPMENT AtiTHORITY OF'THE CITY OF SAIllT'i' PAUL,
MINNESOTA, a public body under the laws of ihe State of Minnesota, whose address is Suite
1300, 25 West 4�' Sireet, St. Paul, MN SS1Q2 (heieinafter referred To as "Authority") and
KE�'NEDY & GRAVEN, CHAI2TERED, whose address is 470 U.S. Bank Plaza, 200 South
Sixth Street, Minneapolis, Mn 55402 (hereinafter referred to as"Consultant").
WHEREAS, under Section 5.02 of the City of Saint Paul Chazter the city attomey shall
represent the city in all causes in which the oity is interested and shall haue full and complete
charge of the legal business of the city, and in any case of special or unusual circumstances the
council, upon the request of the city attorney may by resolution appoint and fix special counsel's
compensation; and
WIIEREAS, the Authority engages in economic development, redevelopmenf and
housing projecYs and the financing thereof in furtherance of the public purpases of the Authority
which is to enhance the well-being of the City of Saint Paul, Minnesota and its residents; and
WHEREAS, federal and state law and regulations significantly impact the prajects and
programs undertaken by the Authority, and the obligations issued by or on behalf of the
Authority to finance such projects and programs, and therefare there is a need for special legal
expertise Yo be auailable to the Authority on a continuing basis as well as on a specifcc project
basis relating to such federal and state laws and regulations for housing, redevelopment and
economic development projects; and
WHEI2EAS, the Consultant is experienced in legal matters relating to pubfic finance,
economic development, redevelopment, housing and related matters; and
WFIEREAS, the Consultaut is one of Yha law firms approved by the Authority's Board of
Cominissioners to provide legal services to the Authority in pnblic finance matters as provided in
the Authority's Resolution I3o. 06-_/_-_
NOW THEi2EFORE, the Authority and Consultant, in consideration of the mutual
terms and conditions, promzses, covenants, and payments hereinafter set forth, agree as follows:
SECTION 1. Seope oP Services.
A. Consultant agrees to pravide legal services to the Authority at the riirecrion of the
Office of the City Attorney (hereinafCer refaned to as the "CAO") with respact to general
economic developinent, redevelopment and housing projects and programs and finance
powers of the Authority ("Generat Legal Services").
B.ConsulTant fiu�ther agrees to provide legal services Yo the Authority aY the direotion of
the CAO with respect to specific projects. A Scope of Work will be agreed upon by
Authority and Consultaut for specific projects. Each Scope of Work will be in the form
of the attached Exhibit A, and 'uiclude a list of individuals who will perform the wark,
�, •
and a iist af key tasks. Each Scope of Work will be signed by Authority and Consultant
prior to the cominencement of any work and shall be ineorporated into this Agreement as
an a#tachment. Authority and Consultant agree that all af fhe terms and conditions of this
Master Agreement shall apply to each Soope af Work
C. Consulfant shall perform all legal services under Section lA and Section 1B above in
accordance with the requirements set forth in E�ibit B attached to this Agreement
Conduit bonds aze excludad from this Agreement.
SECTION 2. Time For Completioa.
A. Unless ternunaxed eazIier or extended as othercvise provided herein, the term of the
Agreement shall commence upon the execution of the Agreement and shall terminate on
�Iareh 31, 2008.
B. The legal services rendered by ConsulYant m accordance with Section 1 B herein shall
be commenced and completed in aecordance with the schedule contained in each Scope
of Work.
C.Fn the event that there aze delays caused by actions of the Authority or which may be
reasonably requested by the Consultant which can change the completion date,
ConsulTant sha11 request an extension of #ime far completion of the praject. The CAQ
will review the request and may grant to tlze Consultant such extensions of rime as may
be reasonable.
D. The Authority reserves the right to extend the term of this Agreement for a period of
two yeazs. The Authority can exercise this right by giving writ#en notice thereof to
Consultant no later than December 31, 2007.
SECTION 3. Billings and Payment.
That for ConsulfanYs faithful performance af this Agreement, the AutFiority hereby
agrees to compensate the Consultant as follows:
(a) ?'he Consultant shall be compensated for services provided hereunder at
the rate of $205.00 per hour for attomey time, $ I 85.00 per how for associa#e time,
$125.00 per hour for paralegal time and $I 10.00 per hour for law clerk time. Provided,
however, in the event that the fees of the Consultant will be paid by a private developer,
the hourly rate for attorney time is the ConsuttanYs normal recovery or biIling rate.
(b) In additian to the fees for services set forth above, the Firm shalI be
entifled to reimbursement far its reasonable and neeessary disbursements for duplication
of documents; messenger or special delivery services; long distance felephane chazges;
telecopy or fas chazges; and other reasonable and necessary amounts paid to third parties
related to the services provided pursuant to fhis Agreement.
(c) The total fees, costs and expenses for General Legal Services under
Secrion lA of this Agreemenf an an annual basis shall not exceed $17,500.00.
The Consultant shalI bill the CAO on a manthly basis of each year for the services
provided hereunder unless other tem�s are mutual3y agreed upon by the CAO and Consultant. In
2
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tka event of termination of this Agreement, the Consultant shall be paid for its services rendered
up Yo and including the day upan which termination is effective. Each invoice submitted by the
Consultant shatl sepazately itemize, and state the fees, names of the lawyers, amount of rime,
nature of work performed, and disbursements attributabie to, each scpazate matter to which such
bill relates.
In the event the Consultant fails ta comply wi#h any terms ar conditions of the
Agreement or to provide in auy manner the work or services as agreed to herein, the CAO
reserves the uni2ateral right to withhoId any payment on invoices until the CAO is satisfied that
correcrive action has been taken or completed. T'his right is in addition #o and not in lieu of the
Aufhoriiy's rights to ternnnafion and other remedies as pxovided in Sections 15 and 1 b of fhis
Agreement.
SECTION 4. Responsible Individual.
A. The individuaI at the Consultant primariiy responsible for the perfoni�ance of the legal
services required of the ConsultanT under tlus Agreement shall be John Utley. The CAO, ar a
person designated by the CAO shali be responsible for tlirecting the Consultant to perform legal
services for tlze Authority. The responsible individual shall perForm the legal services in
accordance with the requirements set forth in E�ibit B. The responsible individual at the
Consultant shaH submit to the CA4 the monthly biliing statements provided in Section 3 of this
Agreement.
SECTION 5: Authority Responsibitiries.
A. The Authority agrees to provide Consultant with access to any ntformation from
Authority documents, staff, and other sources needed by Consultant to complete the work
described herein.
SECTION b. Work Products, Records, Dissemination of Information.
A. For purposes of this Agreement, the following wotds and phrases sha21 haue the
meanings set forth in this secfion, exoept 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, whether in written, electronic, or other farmat that results from
ConsultanYs services under this Agreement.
"Supporting documentation" shall mean any surveys, questionnaires, notes, research,
papers, analyses, whethex in written, electconic, or in other fosmat and other evidences used to
generate any and all work performed and work praducts generated under this Agreement.
`Business Necords" shall mean aay books, documents, papers, account records and other
evidenees, wbether written, electronic, or in other farmat, belonging ta Consultaut and pertainutg
to wozk performed under this Agreement.
B. All deliverable work products and supporting dacumentation that result from the
Consultant's services under this Agreement shalI be delivered to the Authority and sha11 become
the property of the Authority a#ter fmal payment is made to the Consultant, with no right, title, or
interest in said work products or supporting documentation vestiag in Consultant.
d(a-5�o5
C. The Consultant agrees not to release, trausinit, or otherwise disseuiivate information
associated with or generated as a resuit of ttie work performed under this Agreement without
prior knowledge and written consent of the Authority.
D. In the event of terminafion, ail documents finished or unfinished, and supporting
documentation prepated hy the Consultant under this Agreement, sha11 be deliyesed tc> she
Authority by Consultanf by the termination date and there shall be no fizrther obliaation of the
Authoriry to ConsuttauT except for payment of amounts due and owing for work performed and
expenses incurred to the dafe and fime of terminafion.
E. The ConsultanY agrees to maintain all business records in such a manner as will readii}'
conform fo the terms o€this Agreement and to make such materials available at its office at ati
reasonabie times during this Agreement period and far six (b) years from the date of Yhe final
payment under the Agreement for audit or inspection by the Authority, the Auditor of the State
of Mizmesota, or other duly authorized representative.
F. Consultant agrees to abide strictly by Chapter 13, Minnesota Government Data
Practices Act, and in particulaz Minn. Stat.§§ 13.05, subd. 6 and 11; and 1337, subd. 1(b) and
Minn. Stat §§ 138.17 and 15.17. All ofthe da#a oreated, collected, xeceived, stored, used,
maintained, or disseminated by Ylie Consultant in perfomung functions under this Agreement is
suhject to the requirements of the Minnesota Government Data Practices Act and Consultant
must compty with those requirements as if it were a governmental entity. The remedies in
Chapter 13 apply to the Consultant. If any provision of this Agreement is in conflict with the
Minnesota Government Data Practices Act or other Minnesota state laws, state law shall control.
SECTIQN 7. Equai Opportunity Employment.
A. Consultant will not discriminate against any employee or applicant for employment
far work under this A�eement because of race, creed, religion, color, sex, sexual or affectianal
orientation, nationat arigin, ancestry, famiIial status, age, disability, marital status, or status with
regard to public assistance and wili take affumative steps to ensure that appiicants are employed
and employees aze ireated during employment without regazd to the same. Consultant agrees to
be bound by and comply with the requirements of Section 183,04 of the Saint Paul Legislative
Code and the Rufes Governing Affumative 12equirements in Employment adopted by the Saint
Paul Human Rights Commission.
This provision shall inclnde, but noT be limiied to the following: employment, upgrading,
demotion, or transfer; recruitment advertising, layoff or termination; rates af pay or their forms
of compensation; and selection for training, including apprettticeship.
SECTYON 8. Compliance With Applicable Law.
A. Consul#ant agrees to comply with all federal, state, and local laws ar ordinances, and
all applicahle rules, regulations, and staxidards esTabIished by any agency of such governmental
units, which are now or hereafter promulgated insofar as they relate to the ConsultanYs
performance o£ the provisions of this Agreement. It shall be the obligation of the Consultant to
appIy for, pay for, and obtain aIi pemuts and/or licenses required.
SECTFON 4. Conflicf of Interest.
A. Consuifant agrees that if will not contract for or accept employment for the
performance of any work or services with any individual, business, corporation, or government
4
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unit that would create a conflict of interest in the performance of its obligations pursuant to this
A�eement with the Authority.
B. ConsultanY s acceptance of this Agreemenf indicates compliance with Chapter 24.03
of the Saint Paul Adminxstrative Code: "Except as permitted by law, no City official or employee
shall be a parry to or have a direct &i�ancial interest in any sale, Iease, or contract with tke City :"
C. Consultant agrees fhat, should any conflict ar potential conflict of interest become
known, Consultant sha11 advise the CAO of fhe situation sa that a determination can be made
about ConsultanYs ability to continue performing services under the Agreement.
SECTEOAT 10. Insurance.
A. Consultant shall be required to cazry insurance of the kind and in the amouats shown
below for the life af the Agreement. Excluding ProPessional Liability Insuraeice, alt insurance
certificates should state that the Authority and the City of Saint Paul, Mimiesota, a municipal
corporation (hereznaffer rePerred to as the "City"), their respective employees and o�cials aze
Additional Insureds. A cross suits endorsement shall be pxovided to the benefit of the Authority.
1. Public Liabilitv Insurance
a} Bodily Injury
$1,000,000
$2,000,000
each occurrence
aggregate
b} Property Damage
$1,000,000
$2,000,000
each accident
aggregate
c) Policy must include an"all services, products, or completed transactions"
endorsement.
2. Automobile Insurance
a) Bodily Injury $ 750,OOd per person
$1,000,000 peraccident
b) Property damage not less Yhan $50,000 per accident
3. Worker's Compensation and Employer's Liabilitv
a) Worker's Compensation per Minnesota Statute
b) Employer's Liability shall have minimum 1'imits of $506,000 per accident;
$SOfl,000 per employee; $SOO,OQO per disease policy limit.
c) Contractors with 10 or fewer employees who do not have Worker's
Compensaflon coverage are required to provide the Authority with a leiter verifying
their
number of employees.
4. Professional Liability Ins�uance
a} $3,Od0,QOd per occurrence
b) $3,000,000 aggregate
5. Genexai Insurance Requirements
a} Excluding Professional Liability Insurance, the policy is to be written on
an occurcence basis or as acceptable to the Authority.
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Certificate of insurance must indicate if the policy is issued on a claims-mada or
occurrence basis. All certificates af inst�rance shall provide thax the be given not less
thaa thirly (30) days written notice of cancellation, non-renewal or any material
changes in the policy, including, but not 2imited to, coverage amounts. Agent must
state on the certificate if the palicy includes errors and omissions cocerage.
b) The Consultant shall not commence work until a Certificate of Insurance
covering all of the inswance required for this project is approved and the CAO has
issued a notice to proceed. Insurance must remain in place for the
duration of the origix�l Agreement and any e�ension periods.
c) The Authorify reserves the right to review Consuftant's insurance policies at
any tnne to verify that Authority requirements have been met.
d) NoYhing shall preclude the Authority from requiring Consultant to purchase
and provide evidence of additional insurance.
e} Safisfaction of poficy and endorsemenT requirements for General Liability and Auto
Insurance, of "each occurrence" and "aggregate" limiYs, can be met with an
umbrella or excess poIicy with the same minunwn monetary limits written on an
occurrence basis, providing it is written by the same insurance carrier.
SECTION 1 L IndependenY Contractor.
A. It is agreed by the parties that, at all times and for a11 purposes within the scope of the
Agreement, the rela#ionship of the Consultant to the Authority is that af independent contractor
and not that of employee. l�io statement contained in this Agreement shall be construed so as to
find Consultant an employee of the Authority, and Consultant shall be entitled to none of the
rights, privileges, or benefits of employees of ei#her the Authority or City.
SECTION 12. Subcontracting.
A. The Consultant agrees not to enter into any subcontracts for any of the work
contemplated under this Agreement without obtaining prior written approval of the Authority.
SECTION 13. Hald Harmless.
A. The Consultant shall indemnify, save and hald hannless, protect, and defend the
Authority and City, its officers, agents, and employees from all claims, actions or suits of any
charactec brought for or on account of any clauned or alleged injuries or damages received by
any person or property, including the Authority and Ciry, resulting from any acf or omission by
any person empioyed by Consultaat in carrying ont the terms of this Agreement.
SECTION 14. Assignment.
A. The Authority and the Consultant eactc binds itself and its successors, legai
representarives, and assigns of such other party, with respecY ta all covenants of this Agreement;
and neither the Authority nor the Consultant will assign or transfer their interest in this
Agreement without the written consent of the other.
SECTION 15. Termination.
A. The Authority has the right to ternunate this AgreemenT at any time by giving notice
thereoffo the Consultant.
B. In the event of termination, the Aufhority will pay Consultant for aIl services actuaily,
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fimely, and faithfiilly rendered Yo the Authoriiy as determined in the reasonahie diseretion af the
Authority, up to the receipt of the notice of terminatian and thereafter until the dafe of
termination_ The Consultant wilt delivex ail work products and supporting documentation to the
Authority developed up to the date of tex�ninatian prior to the Authority rendering finat payment
for services.
SECTION 16: Defauit hy Consultant; Authority remedies.
A. In the event Consultant fails or neglects to compiy with any Yerm or condition of ihis
Agreement or to provide the services stated herein, Authority shall have the following rights: (a)
xo suspend payment of any invoices; {b) to commence an action to recover the damages incurred
by the Authority; (c) to commence an action to compel specific performance of the Agreement
by the Consultant; and (d} to terminate this Agreement. These remedies shall be in addition to
any other remedies available to the Authority in law or equity. The Authority shall he entided ta
recover reasonabfe attorney's fees and costs of collecrion associated with enforcing its rights
hereunder.
SECTION 17. Amendment or Changes to Agreement.
A. Authority or Consuitant xnay 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 alterations, amendments, deletions, or waivers of the provisions of this
Agreement shall be va(id onty when reduced to writing and duly signed by the parties.
SECTION 18. Notices.
A. Except as otherwise stated in this Agreement, any notice or demand ta be given under
this Agreement shall be de3ivered in person or deposited in United States Certified Mail, Return
Receipt Requested to the addresses set forth in the opening paea.graph of this Agreement.
SECTION 19. Waiver.
A. Any fault or deiay of a party to assert any right under this Agreement shalI not
constitute a waiver or a termination of that rigkt, this Agreement, or any of this AgreemenY s
provisions.
SECTION Z0. Sarvival of Obligations.
A. The respective obligations of the Authority and Consultant under these terms and
condi6ons, which by their nature would continue beyond the termination, cancellation, or
expiration hereof, shall survive terminatian, cancellation or expiration hereof.
B. If a caurt or governmental agency with proper juTisdictian determines that this
Agreemenf, or a provision herein is unlawful, this Agreement ar Yhaf provisian, shall ternunate.
ff a provision is so terminafed but the parties legally, commerciatly, and practicably can continue
this Agreemen# withaut the tenninafed provision, the remainder of this Agreement shall cantinue
in effect.
SECTION 21. Interpretation of Agreeiment, Venue.
.S. This Agreement shall be interpreted and construed according to the laws of the Stafe
of Minnesota. Ail iitzgation related to this Agreement shaIl be venued ia the District Court of the
7
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County of 1Zamsey, Second Judioial Aistrict, State of Nli�esota.
SECTION 22. Force Majeare.
A. Neither the Authority nor the Consultant shaIl be held responsible for performance if
its performance is prevented by acts or events beyond the parry's reasonable controi, including,
but not iimited to: severe weather and storms, earthquake ar other natural occunences, strikes
and other labor unrest, power failures, electrical power surges or cunent fluctuations nuclear or
other civil militazy emergencies, or acts of legislafive, judiciai, execurive, or adaiinistrative
authorities.
SECTION 23. Enfire Agreement.
A. It is understood and a that tlus entire Agreement supersedes all oral
agreements and aegatiarions between the parkies relating to the subject matters
herein.
SECTION 24. Business Office.
A. During the term of this Agreement and any extension hereof, the Consultant agrees to
maintain a business office in downtown Saint Pau1.
IlV WITNESS WHEREOF, the parfies hereto have executed this Agreement, tha day and
yeaz first above written.
Housing and 12edevelopment
Authority of the City of Saint Paal, Minnesota:
By
Its Executive Director
By
Its Directar of Office of Financial Services
By
W.H.Tyrone Terrill, Director
Depariment of Human Rights
Approved as to form:
Assistant City At[omey
Funding:
Activiry # and Activity Manager Signature
B�dg�& G aven, Chartered —
Its
Tax Identification Number � f— r a� 5�q+�}
8
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E�hibit A
Scope of Work
2.
Attachment to Master Legal Services Agreement
Dated April 1, 2Q06
Project:
Descripfion of legai services to be performed:
3. Consultant will begin work on
services by , 200_.
200� and complete the
4. (a) Attorney fees for non-bond related work for the project will be billed at the
hourly rates set fortk in Section 3(a) of the Master Lega1 Services Agreement, and costs
will be raimbursed in accordance with Section 3(b). Total fees and costs shali not exceed
the amount of $ .
(b) If the project invoives Yhe Aufhority's Revenue Bonds or Tax Incremen2 Bonds,
then attorney fees for bond related work are agreed to be set at the fixed sum of $
payable, together with costs, solely from the proceeds of the bond sale. The Consultant shall
provide a single line bill for the boud closing. Provided however that no fees or costs are due or
payable to Consultant if the bond closing does uot occur. In addition, the Consultant shall
provide to the CAO and the Authority's project manager with an itemized billing slaYement upon
complerion of the bond alosing that will contain the follawing information: the names of the
aitomeys perfornvng the work, the nature and dates of wark performed, and the amouni of time
associated with each item of work.
5.
C!
Individuals from the Cansultant to work on this praject are as follows:
Special provisions:
ACCEPTED AND AGREED TO EFFECTIVE _
Housing and Redevelopment
Authority of the City of Saint Paul, Mianesota:
By
Its Bxecutive Director
By
Its Director of Office of Financial Services
200_:
0
Approved as to form:
Assistant City Attomey
Funding:
Activity # and Activity Manager Signature
Kennedy & Graven, Chartered
By
Ifs
Tax Identification Number
10
06 - 5�5
E�ibit B
Consultant a2rees to perform all legal services under the Master Izgal Services
Agreement and each Scope of Work in accordance urith the following raquirements:
1. Unless directed otherwise by the CAO, ail requests for legal services, advice and
opinions by Consuttant, and ather communications between the Consultant and
Authority shall be through the CAO.
2. The CAO sha11 be copied on alI communications whether in the form of inemos,
letters, e-mails, f�es and tt�s like.
3. The CAO shall be informed of all meetings scheduled with Authority staff
including the project name and apenda.
4. Do not assume you know how the Authority will decide upot� or handle a
particular matter or issue. Sunply because it has been the Anthority's custom or
practice in the past does not mean it should or wiil continue to be the same in the
matter you are currently handling.
5. For most files, it should be unnecessary to involve more than one attomey. If the
case requires more involvement fhan one attorney, prior approval must be secured
from the CAO.
6. Do not "double up" at meetings or court hearings. Unless prior approval has been
obtained, the Authority will not pay for more than one attomey at any meeting or
court hearing.
7. The client is the Authority and the Authority, through its executiee direotor and
project managers, makes the decisions on all business negotiations and oYher
items regarding a project. Your role as outside legal counsel is to provide legal
counsel and advice to the project managers and executive dixeotor, and provide
tl�e Authority with possible courses of action, options and solutions.
8. It is unportant to lisYen to the needs of the projecY manager and to draft cleaz,
concise and easy to undersTand language Yhat effectuates the intentions of the
Authority.
9. If it appeazs that the axnonnt of attomey's fees wilt greatly exceed the original
estimaie or "not to exceed" amount, then you should notify the project uzanager as
soon as possible so that appropriate action can be taken to minimize ongoing
expenses ar fixnd the increased costs.
I1
~ �x � =�1�5
OFFICE OF TI� CITY ATTORNEY
John J. Chai, City Attorney
CITY OF SAINT PAUL
Christopher B. Coleman, Mayor
7une 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
Civil Division
400 CifyHall
li WutKeIIoggBlvd.
Saint Paul, Minnesofa 55702
Council President Lantry
320-C City Hall
St. Paul, MN 55102
Councilmember Thune
310-B City Hall
St. Paul, NIN 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: Outside Counsel for Bond financing and related matters
Dear Mayor Coleman, President Lantry and Councilmembers:
Telephone: 651 266-8710
Facsimile: 65l 298-5679
This letter is sent to request the appoinhnent 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, 7ohn Choi, the City Attorney, has given me the authority to act in this matter.
The law related to municipal finance, in particular as to bond transactions, is a highly specialized
area. Also, an opuuon from a law firm independent from the City and the HRA is necessary in
order to market the bonds. Due to these special circumstances, the City and the FIR A has a long
history ofretaining special counsel to provide these legal services.
The Office of City Attorney (CAO) initiated an eachaustive process to solicit proposals and to
select two or more law firms to represent the City and the FIRA by providing 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 Planuing and
Economic Development and staff from that department. The selection group received proposals
from s'vc well qualified law firms. From this group the selection group recommended fhree law
firms: Briggs and Morgan, P.A., Kennedy and Graven, Chartered, and McGrann Shea Anderson
Carnival Straughn & Lamb, Chartered. All three firms are well qualified, comxnitted to Saint
AA-ADA-EEO Employer
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Mayor Coleman
Councilmembers
7une 19, 2006
Page 2
Paul, and have satisfied the city Department of Human Rights as to affinnative action
requirements. The CAO has negotiated with these finns to obtain very favorable terms. In all
three cases we have obtained agreements for "government rates" for fees that are discounted
from their standard fees.
Pursuant to Charter § 5.02, I request that the Council and the F�2A board appoint these three
fitms. I ha�e sent the necessary City resolutions and copies of the relevant agreements to you
electronically for your review. The PED staff will prepaze the necessary staff reports and
resolufions for HRA board acrion. Please place these on the first availabie agenda.
Please contact me if you haue any questions.
Sincere�
\
e d T. H drickson
Deputy City Attomey
ca Trudy Moloney, Director of Council Research
AA-ADA-EEO Empioyer
� S�,S
` OFFICE OF THE CITY ATTORNEY
.7ohn J. Choi, CityAnorney
CITY OF SAIN'T PAUL
ChrismpherB. Cdeman, Mayor
June 19, 2006
Mayor Christopher B. Coleman
390 City Hali
St. Paul, MN 55102
Councilmember Montgomery
310-A City Hall
St. Paul, NIN 55102
Councilmember Harris
310-C City Hall
St. Paul, MN 55102
Civil Division
400 CiryHatt
I S Wut KeItogg B2vd
Saint Paul, Minnuot¢ SSIO2
Council President Lanhy
320-C City Hall
St. Paul, MN 55102
Councilmember Thune
310-B City Hall
St. Paul, NIN 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, NIIV 55102 St. Paul, MN 55102
Re: Special Counsel far Bond financing and related matters
Dear Mayor Coleman, President Lantry and Councilmembers:
Telephone: 65I 266-8770
Facr6nite: 651298-5619
Last fail, before I became City Attorney, the Office of City Attorney (CAO) under Manuel
Cervantes began a process to select two or mare firms to represent the City and the HRA on
bond counsel opinions and related legal services. The selecfion group included CAO staff
attorneys, the Director of Financial Services and staff from that office, and the Director of
Planning and Economic Development and staff from that deparhnent. When I became City
Attorney in January, the process was already well underway.
The selection group has made its recommendations and staff has negotiated terms with the
selected fulns. The next step under the Charter is far the City Attorney to request the City
Council to appoint speciai counsel and establish the compensafion.
As most of you may know, prior to becoming City Attorney, I was an officer, director and
shareholder in the law fum of Kennedy and Graven, Chartered. That firm has done municipal
bond work far the I�RA since 1996 and is one of the fums proposing to be retained by the City
aud IIRA.
AA-ADA-EEO Employer
��-s6s
Mayor Coleman
Councilmembers
7une 19, 2006
Page 2
When I left Kennedy & Graven, I severed all finaucial relationships with it and therefoze 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 sepazate communication from Mr. Hendrickson making the request.
Any questions you may have about the selection process and recommendations may be made
directly to him.
Sincerely
��
Jo J. Choa
City Attomey
cc: Gerald Hendrickson, Deputy City Attorney
Shari Moore, City Clerk
AA-ADA-EEO Empioyer