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06-566RESOLUTION OF SAINT PAUL, NIINNESOTA Presented By �� 1 RESOLVED, upon request of the City Attorney pursuant to Charter § 5.02, there being special 2 circumstances requiring the services of outside counsel to provide bond opinion and related legal 3 services, that the law firm of Briggs and Morgan, P.A. is hereby appointed special counsel for 4 said purposes and for the compensation specified in the Master I,egal Services Agreement 5 between the City of Saint Paul and said firm effective April l, 2006, and as specified in the 6 Master Lega1 Services Agreement between the Housing and Redevelopment authority of the City 7 of Saint Paul and said fum efFective April 1, 2006; and 8 9 BE IT FURTHER RESOLVED, that the proper City officials aze hereby authorized to execute 10 said agreements. Requested by Deparhnent oE �, � � � /�.��.� r av:,.-...c� 1 � Fonn ApQed�eU by Ciry Adoption Certified by Council Secre BY: —il�-�JOG �///GSd2 Approved byM�,y9r� �e 7 �� �� x i B c� , Form By: Council File # � Green Sheet # �Z2 / ¢.'l�i� for Submission to Council � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � 1�1�o Jr(��O Depar6nenUofficelcouncii: Date Initiated: �A -� ,��N� Green Sheet NO: 3031069 CoMad Person B Phone: Geraid Hendrickson 266-8710 28-JUNA6 Council Agenda 6y (Date)_ � .4ssign ro�� For Routin9 Ortler 0 2 Attome artraen Dir or 2 A i t 3 ou 'I Co 4 i I 5 Total # o Sign aWre Pages _(Ci A Locations to Sig Action Requested: Appointment of Briggs and Morgan P.A. as bond counsel. Recommendations: Approve (A) or Reject Planning Commission CIB Committee Civii Service Commission 'I. Has this personlfirm ever worked under a contract for this departmenY? Yes No 2. Has this persoNfirm ever been a dty employee? Yes No 3. Dces this personlfirm possess a skill not normaily possessed by any curtent ary employee? Yes No Explain all yes answers on sepsrete sheet and attach ta green sheet InitiaGng Problem, lssues, Opportunity (Wbo, What, When, Where, Why): Do to unique circumstances, special counsel is needed to represent the City/HRA m bond transac6ons. Advanqpes NApproved: The City/I�tA will have qualified special counsel to provide bond opinions and related legaI services. DisadvaMapes N Mproved: None. Disadvantages If Not Approved: The City/FIRA will not have qualifed special counsel to provide bond opinions and legal services. Total Amouot of Transaction: FundiaA Source: Financiai Informaiion: (Explain} Activitv Number. Council Research JUN 201Q06 CosURevenue Butlgeted: ���s�� 1VIaster Legal Services Agreement (Briggs and Morgan-200b and 200� THIS MAST�R LEGAL SEIiVICES AGREEiVIE1VT (hereinafter zefened to as tl7e "Agreement"}, is made and entered into effective the i day of April, 2006 by and between the IiOIJSING AND REDEVELOPMENT AUTHORITY OF'TfIE CPTY OF SAI�IT PAUL, MIN1��ESOTA, a pubfic body under the Iaws of tlae State of iviinnesata, whose address is Suite 1300, ZS West 4�' Street, St. Paul, MN 55142 (hereinafter refened to as "Authority") anfl BRIGGS ANA MORGAN, Professional Association, whose address is 2200 First National Bank Bidg., 332 Minnesata Street, St. Paul ivL�T 55101, (hereinafter referred to as "ConsulEant"). WHEI2EAS, under Seetion 5.02 of the City of Saint Paul Charter the city attorney shall represenf #he city in ail causes in which YIie city is interested and shall have fuIl and complete charge of the legal business of dae city, and in any case of special or unusuat circumstancas ttie council, upon the request of the city attomey, may by resolution appoint and fix special counsePs compensation; and WHEREAS, the Authority engages in economic development, redevelopment and housing projects and the financing thereaf in fiutherance of the public purposes of the Authority which is to enhanee the well-being af the City of Saa�t Paul, Minnesota and its residents; and WF�REAS, federal and state law and regulations significantly unpact the projecis and pragrams undertaken by the Autkority, and the obfigations issued by or on behalf of the Authority to finance such projects and progra�ns, and lherefore there is a need for special legal expertise to be avaiIable to the Authority on a continuuig basis as well as on a specific project basis relating,to such £ederal and sfate laws and regulations for housing, redeveIapmenf and eeonomic development projects; and WHEI2EAS, the Consultant is experienced in legal matters relating to pubIic fmance, economic development, radevelopment, housing and retated matters; and R'HEI2EAS, the Consuitant is one of the law finns approved by the Authority's Board of Commissioners to provide tegal services to the Authority iia public fmance matters as provided in the Authority's Resoiution No. 06-_1 -_ NOW 'TFiEREFORE, the Authority and Consultant, in considerarian of the mutual terms and condit�ons, promises, covenants, and payments hereinafter set farfh, agree as fotlows: SECTION 1. Scope of Services. A. Consultant agrees to provifle legal services to the Authority at the direction of the Office of the City Attomey {hereinafter refarred to as the "CAO") with respect to aeneral economic development, redevelopment and hausing projects and programs and finance powers of the Authority ("General Legal Services"). B.Consultant futther agrees to provide legal services to the Authority at the direction of Yhe CAO with respect to specific projects. A Scope of Work will be agreed upon by AuthoriYy and Consultant for specific projects. Each Scope of Work will be in the fflmz i •. .- of the attached Exhibit A, and include a iist of iadividuais who will perform the work, and a Iist of key tasks. Each Scope of Work wi11 be verbally agreed to by Authority and Consultant prior to the commencement of any work and signed as soon as practically possible and shall be incorporated into this Agreement as an attachment. Aufhoriry and Consultant agree that all of the terms and conditians af tl�is Master Agreement shall app2y to each Scope of Work. C. Coi�sultant shail perfortn aIl legal services under Section lA and Section iB above in accordauce with the requirements set forth in E�ibit B attached to this Agteement. Conduit bonds aze excluded from ihis Agreement. SECTION 2. Time For Cumpletion. A. Unless temrinated eazlier or extended as otherwise provided herein, the term of the Agreement shalf commence upan fhe execution of the Agreement and shalI fernvnate on Mazch 31, 2008. B. The legal services xendered by Consultant in accordance wiYh Section 1 B herein skall be commenced and completed in accordance with ffie schedule contained in each Scope of Work. C.Zn the event that there are delays caused by acrions of the Consultant or which may be reasonably requested by tha Consultant which can change the completion date, Consultant shail request an extension of time for complefion of the project. fihe CAO cvill review the request and may granY W the Consultaztt such ea�tensions o£rime as may be reasonahle. D. 5ubject to mutual agreement on the hourty rates, the Authority resetves the right to extend the term of this Agreement for a period of two yeazs. The Authority can exercise this right by giving written notice thereof to Cotisultant no later than December 31, 2007. SECT'ION 3. BiIlings and Paymenf. That for ConsuttanYs faithfu3 perfoimance of ttus Agreement, the Aathority hereby a�ees to compensate the Canstiltant as follows: (a) The Consultant sha11 be compensated for services provided hezeunder at the rate of $250.40 per hot�r for attorney time, and $125.00 per hour for paralegal time. Frovided, liowever, in the event that the fees of the Consultant cviIl be paid by a private developer, the hourlq rate fot aitoiney hme is the ConsultanY s normal recovery or billing raYe. (b) Fn additinn to the fees far services set forth above, the Firm shalF be entitled to rennbursement for 3ts reasonabte and necessary disbursements for dupiication of docvments; messenger or special delivery services; kong distance telephone charges; telecopy or fas chazges; and other reasonable and aecessary amounts paid to fihird parties {including without lunitarion natianal YaY consultants) related to the services provided purs�zaitt to tkis Agreement. (cj The total fees, costs and expenses for Generai Legal Services under Section lA ofthis Agreement on an annual basis shall not exceed 5i7,500.00, uniess thzs •� ,. Ageement is aznended in writing_ T'he Consultant shall bill the CAO no less freqaenfly than on a quarterly basis of each yeaz for the services provided hereunder unless other terms are mntuaily ageed upon by the C.40 and Consultant. In the event of termination of this Agreemen�, the Consuttant shall be paid for its services rendered up to and including the day upon which termii�ation is effective. Each invoice submitted by the Consultant shail sepazately itemize, and state the fees, names of the lawy�rs, amount of time, natvre of work performed, and d'zsbursements attributabTe to, each separa#e matter to which such bitt relates. in f7ie evenf the Consultant fails to compiy with any terms ox conditions of the Agreement or to provide in any manner the work or services as agreed fo herein, fhe CAO reserves the unilaterai right Yo withhold any payment on invoices uatil the CAO is satisfied that cortective action kaas been taken or completed. This right is in addition to and not in lieu of the Authority's rights to termination and other remedies as provided in Sections I5 and I6 of this A�reement. SECTION 4. Responsibie Individuals. A. The uiclividuals at the Consultant prunarily xesponsible for the perfonn.ance of the legal services required of the Consultant under this Agreement shall be Mary Dyrseth and Tony Stembez�er. The CAO, oz a person designated by the CAO shail be responsible for directing the Consultazrt to perform Iegal seivices far the Authority. The responsible individuals sha11 perform the legat services in accordance with the requirements set farth in Exhibit B. The responsible individuals at fhe Consultant sha11 submii to the CAO the monthiy billing statements provided in Sec#ion 3 of this Agreement. SEG I'TON 5: Authority Responsibilities. A. The Authority agrees to pzovide Consultant with access to any infotmarion from Authority documents, staff, and ofher sources needed by Consultant to complete the worl� described herein. SECTION 6. Work Producfs, Records, Dissemination vf Information. A. For purpases of this Agreement, the fallowing words and phrases shall have tiie meatungs set forth in this section, except where the context cleazly indicates that a different meaning is intended. "WorkproducP' shall mean any report, recommen@ation, paper, presenfatiaa, drawircg, demonstxation, or other materials, whethex in written, alectronic, or otker format that results from ConsuitanYs serviaes under this Agreement. "Supporizng documentation" shall mean any surveys, question�faires, notes, research, papers, analyses, whether in written, etectronic, or in other format and other evidences used to generate any and a11 work performed and work products generated under tlus Agreement. "Business records" sha11 mean aziy books, documents, papers, accoun# records and other evidences, whether written electronic, or in ottxer form, beIanging to Consu2tant and pertauaing to woik perfoimed under this Agreement. B. Copies of all defiverabte warlc products and supporting documentarion that result from � :56� the ConsultanY s services uttder this Agreement shall be deiivered to the Authority upon its request and shail become the praperty of the Authority after final payment is made to Yhe Consultant, with no right, titte, ar interest in said wark products or supporting documentation vesting in Consuttant . C. 1'I�e Consultant agrees not to release,lransmit, or vtherwise dissenunate informa#ion associated with or generated as a resutt of the work performed under tkis Agreemerrt without prior irnowledge and written consent af the A¢fhority. D. In the event of termination, copies of a1i documents finished or unfinished, and supporting documentation prepazed by the Consulfant vnder this Agreement, shalt t�e deiivered to the Authority upan its request by Consultant by the termination dafe and there shatk be no ftuthar obligation of the Authority to Consultant excegt for payment of amounts dne and owing for work performed and expenses incurred to the date and time of terminadon. E. The Consultant agrees to maintain all business records in such a manxier as wilt reaciily conform to the terms of tius A�aement and to make such materials available at its office at ali reasonable times during this Agteement period and for six (� years fram the dafe of the fmal payment under the Agreement for audit ar znspection by flte Authority, the Auditor of the State of Minnesota, oz other duly authorized representative. F. This Agreement is intended to bene$t, ta the fulI extent law£ul, from the attomey client privilege. Consultaut agrees to abide stric�ly by Chaptet 13 ,Minnesata ('sovemment Data Practice Act , and 'm particular Minn. Stat.§§ 13.05, subd. 6 aud I1; ancl 13.3?, subd. 2(b) and Minn. Stat §§ 138.17 and f S.I1. Atl of the data cxeated, collected, received, stored, used, maintained, or disseminated by the Consultant in perfornvng functions under Y3us Agreement is subject fo the requirements of ti�e Muulesota Governmenf Data Pracfices Act and Consultant must comply with those requizements as if it were a govennnentai endty. The remedies in Chapter 13 ap�ly to the Consultant. If any provision of this Agreement is in conflict with the Minnesota Govemtnent Data Practices Act or other Minnesota state Iaws, state 3aw sha11 control. SECTI�N 7. �qaal Opportunity Emplopment. A. Consuttant wilI nof discriminate against any employee or applicant £or employment for work under this Agreement because of race, creed, religion, color sex, sexuai or affectional orientation, national origin, ancestry, facnilial status, age, disabslity, maritai status, or status with regard to public assistance and wi11 take �rmative steps to ensure that appficants are employed and employees are ireaYed during emplayment without regazd to the same. Consultant agrees to be bound by and camply with the requirements of Section 183.04 of the Saiat Paul Legisiative Code and fhe Rulas Gaverning Affirmative Reyuirements in Employment adopted by the Saint Paul Human Rights Commission. This provision shall include, hut no# be Iimited to the following: emgloyment, upgrading, demotion, or tcansfer; recnzihnent advertising, layoff or terxuinafion; rates of pay or their forms o€ compensation; anci selection far trainiag, including appren&ceship. SECTIOh' 8. Compliance With Appticable Lativ. A. Consultant agrees ta eompty wi#h alt €ederal, state, and locai laws or ordinances, and a11 applicable rules, regulatians, and standards esfablished by any agency of sach governme�stal units, whick are now or hereafter promutgated insofar as they relate to the Consultant's 4 * • n e performance of Yhe provisions of this Agreement. It shall be tha obligation of the Consultant to. appty for, pay for, and obtain ail permixs andfor licenses required. SECTION 9. Cont3ict of Interesk A. Cansuttant agrees that it wiII not contract for or accept empIoyment far the performance of any work or servioes with any individual, business, corporation, or govemment unit that would crea#e a conflict of intezest in the performance of its obligafions pucsuant to- tlus Agreement with ttie Autkority unless agreed to in cvriting by the Autharity. B. Consultant's acceptance of this Agreement in@icates compliance with Chapter 24.03 of the Saint Paul Administrative Code: "Except as permitted by Iaw, no City official or employee shall be a party to or have a direct f na�ciai interest in any sale, lease, or contract with the City," C. Consultant agrees that, shouid any confliet ar potentizl canflict af interes# become known, Consuttant shatt advise the CAO of fhe situation so thaY a determination can be made about Consultant's abiIity to continue performing services under fhe Agree�nent. 5ECTIQN 10. Insurance. A. Consultaut shall be required to carry insurance of the kind and 'zn ihe amounts shown beIow for the life of the Agreement. Excfuding Professional Liability Insurance all insarance certi$aates should state that the Authority and the Ciiy of Saint Paui, Minnesota, a municipal corporafion (hereinafter referred to as the "City"}, their respective employees and officials are Additioi�l Insureds. A cross suifs endorsement shali be pxovided to the benefit of the Authority. 1. Public Liabilitv Insurance a) Bodily tnjury b) Property Damage $1,Q00,000 $2,000,000 $1,000,000 $2,000,000 each occurxence aggregate each accident aggregate c) Palicy must niclude an "ail services, products, or compleied transactions" endorsement. 2. Automobile I�zsurance a} Bodily Tnjury $ 750,000 per person $1,000,00U peraccident b) Property damage not less tkan $50,000 per accident 3. Worker's Comnensation and Bmployer's Liabilitv a) 4Uorker's Comgensation per Iviinnesota Siatute b) Employer's LiabiIity shail have minimum limits of $50�,000 per accident; $500,000 per empIoyee; $500,000 per disease policy limit. e} Coniractars with 10 or fewer employees who do not have W orker's Compensation coverage are required to provide the Authority with a Ietter verifying their number of employees. 4. Professional Liabifiiv Insurance 0 6-5�� a) �2Q,000,000 per occurrence b) $40,00O,OOd aggregate 5. General Insuzance Reauirements a} Excluding Professional Liabifity Insurance, the palicy is to he written on an occurrence basis or as acceptabie to the Anthority. Certificate o£ insurance must indicate if the policy is issued on a claims-made or occurrence basis. Alt certificates of insurance shall provide that the be given not less than thirfy (34} days wriiten notice of caucellation non-renewal or any material changes in the policy, including, but not limited to, covaxage amounts. Agent must state on the certificate if the policy includes errors and omissions coverage. b} The Consultant shali not commence work until a Certificate of Insurance covering all of the insurance required for this project is approved and the CAO has issued a notice to proceed. Insurance must remazn an piace for the duration of the original Agreement and any e�ension periods. c) 'Fhe Authority reserves the right to review ConsultanYs znsnrance poiicies at any time to verify fhat Aufhority requiremenls have been met. d) Nothing shalI preclude the Authority from requiring Consultant to purchase and pxovide evidence of additional insurance. e) Satisfaction of poticy and endorsement requuements for General Liability and Aufo Insurance, of"eaoh occurrence" and "aggregate" limits, can be met witlx an umbrella or excess pol3cy with the saane minimuni monetary limits written on an occturence bas9s, providing it is written by ihe same insurance carrier. SECTION � 1. Independettt CottEractor. A. It is agreed by the parties that, at all times and for ail purposes wictun the scopa o#'the Agreement, the re3ationship of the Consu3#ant to the Authority is that of independent contractor and not tlzat of employee. I3o statemenY contained in ttus Agreement shall be construed so as to find Cansultant an employee of the Authority, and Consultaat shall be entitied to none of the rights, privi2eges, or henefits of employees of either the Authoriry or C3ty. SECTION 12. Subcontracting. A. The Consultant agrees nat to enter into any subcontracts £or any of the work cotttemplated under this Agreement wiYhout ohtaining prior written approval of the Authoritq. SECTION 13. Hold Harm{ess. - A. The Consultant agzees fo be responsible for any compensable injuries or daznages, inciuding reasonable costs of defending meritorious claims, incurred by the Authority aad City, its officers, agents, and emp3oyees, which are proximateiy caused by an error or omission of the Consultant or any of its persannel committed in connection with the performance of the professional Iegal services provided under the terms of this Ageement, but oi�ly to Ehe extent that such injuries ar damages woald not have been suf�ered 6y the Au#hority and City but for the fautt of the Consultant or aay of its personnel. SEC'1`fON 14. Assignment. A. The Authority and the Consulfant each binds itself and its successors, legal representatives, and assigns of such othar party, with respect to aIl covenants o£this Agreement; 1. ,. and neither t3ie Authority nor the Coasultant wi1F assign or transfer tizeir interest in this Agreement without the written consent of the oiher. SECTTOi4 I5. Terminatioa A. The Aufhority has the right to terminate this Agreement at any time by giving notice thereof to the Consultant. B. In the event of tezmination, the Authority will pay Consuf#ant for atl services actualiy, timeIy, and faithfully rendered ta the Authority as determined in the reasonabie discrerion of the Authority, up ta Yhe recztpt of the notice of t�inatian and thereafter until the date of terminatio� The Consultant wiII deliver a1I work products and supporting documentation to the Authority developed up to #he date af tei7ninatian prior to the Authority rendering final payment for services, SECTION 16: Defaulf by Cansuttant; Aufhority remedies. A. In the ewent Consuitant fails ar neglects to comply with any term or condition af this Agreement or to provide the services stated herein, Authority sliall l�ave the following ri�ts: (a) to suspend payment of any invoices; (b) to commence an action to recover the damages incurred by the Authority; (c) to commence an ac6on to compei specific performance of the Aa eement by the Consultant; and (d} to tenninate this Agreement. These remedie5 shall be in addition to any other remedies available to fhe Authority an Iaw or equity. The Authority skall be aniitled to recover reasonable attorney's fees and cosfs of collecfion associated with enforcing its rights hereunder. SECTIOIV 17. Amendment or Changes to Agreemeut. A. Authority or ConsuTtant may request changes that wouid inerease, decrease, or oYherwise modify the 5cope of Services. Such changes and method of compensation utust be authorized in writing in aduance by the Authority. B. Any alTerauons, amendments, delet3ons, or waivers of the provisions of this Agreement shail be valid onty when reduced to writing and dnly signed by the parties. SECTION 1&. Notices. A. Except as otherwise stated in t3us Agreement, any notice or demand to be given tu�der this Agreement shati be delivered in person or deposited in United States Certified Mail, Retum Receipt Requested to the addresses sei forth in the opening pazagraph of this Agreement. SECTION 19. Waiver. A. Any fauit ar delay of a party ta assert any right under ihis Agreement shall not constitute a waiver or a Yermisiation af that right, Uus Agreement, or any of this Agreement's provisions. SECTTQN 20. Survival of Obiigations. A. The respective obligarions of #he Authoriry and Consuttaut under these tenns and conditions, which by their nature would continue beyond the termination, canceIlation, or expiration hereof, shall survive tesmination, cancellation or expirntion hereof. B. If a court ar goveiviuental agency with pFOper jurisdiction determines fhat Yhis Agreement, or a provision herein is unlawfiil, this Agreement or U�at provision, shall tenninate. �� .. If a provision is so terminated but the parfies legally, comLnercially, and practicably can continue this �tgreement withou£ the temunated provision, the remainder of fFiis Ageement shalI con2inue in effect. SEC'I'iON 21. Interpretation of Agreement, Venue. A. Tfus Agree�nent sh211 be.interpreted and constnted according Yo the Iaws af tha State of iviinnesota. All litigafion reiated to YYus Agreement shall he venued in the District Court of the Covnty of Ramsey, Second 7udiaial Dishict, State of Minnesota. SEC'I`ION 22. Force Majeure. A. Neither the Authority nor the Consuitant shall be held responsibfe for performance if its performanoe is prevented by acts or events beyond Yhe party's reasonabie control, including, but not lunited to: severe weather and storms, earthquake or other nahuaI occurrences, strikes and other labor unrest, pawer failures, electrical power surges or current fluctuations, nuciear ox ather civil military emergencies, or acts of legislative, judicial, exe�utive, or administraiive auti�orities. SEC"TION 23. Entire Agreement. A. It is understood and agreed that this entire Agreement snpersedes all oral agreements and negotiations between tke parties relating to the subject matters herein. Ilv WI1TiESS WHEREOF, the parties hereto have executed this Agreemeut, the day a��d yeaz first above written. Huusing and RedeveIopment Authority of the Ciiy of Saint Paul, Minnesata: By iYS Executive Direetor By Its Direetor of O�ce of Financiai Seroices By W.H.Tyrone Terrill, Director Department of Human Rights Approved as to form: Assisfant City Attorney Fuading: Activity # and Activity Manager Signature Briags and Margan Profe 'onal ' ion � �.J��.-- Its ` T� Identification I�umber f• ._ Eahibit A Scope of R'ork 1. 2. Attachment to Master Legat Services Agreement Dated April l, Z006 Project: Description of legat services to be performed: 3. Consultant will begin work on services by , 240_. 2Q0_, and complete the 4. (a) Attomey fees for non-bond re[ated work far the Qroject will be billed at the kourly rates set forth in Section 3(a} of the Master I,egal Servsces Agreement, and costs wili be reitnbursed in accordance with Section 3(b). Totai fees and costs shall not exceed the amount of $ (b) If the pro}ect involves the Authority's Revenue Bonds or Tax Increment Bonds, then attamey fees for bond related work are agreed to be set at the fixed sum of $ payable, together with costs, from the proceeds of fhe bond sate or the Authority direcfly at its option. The Consultant shall pmvide a single line bitl far the bond ciasing. Provided however that na fees or costs aze due or payable to Consuitant if the bond closing does not occur, unless the Authority agrees with Constcitant to make paymant of a portioiz or aIl of such fees ana costs in an extraordznary case. In addition, the ConsuItant shall provide to the CAO and the Authority's project manager witl3 an itemized billing stafement upon completion of the bond ciosing that wi11 contain the folIowing informafion: fhe natves of the attomeys pexforming the work, the nature and dates of work performed, and the amount of time associated with each item of work. Individuais from the Consultant to work on tlais project are as follows: Special provisions: G`7 t_ ._ ACCEPTED AND AGREED TO EPFECTIVE , 2fl0 : Hausiag aud Redeveiapment Authority af ti�e City of Saiat PauI,lVIinnesota: By Its Executive Director By Its Director of Office of �'inancial Services Approved as to form: Assistant City Attonzey Funding: Activity # and Activity Manager Signature Briggs and Margan Professional Association By zts Tax Ictentification NumBer 10 E�ibit B Consultant agees to perform atl legai services under the 2vlaster I.ega1 Services Agreement and each Scope of Work in accordance with the foIIowing requirements: t� . . i. Uniess dizecteci ottserwise by Che CAO, all requests for Iegal services, advice and opinions by Consultanf, and other communications between the Consultaut and Authority sfiall be tiu�ough the CAfl. 2. T[ie CAO shall be copied on a11 communications whetheL in the form of inemos, 2etters, e-mails, faaces aud fhe like. 3. The CAO shall be informed of all meetings scheduied with Aufhority staff including the projecC name and agenda. 4. Do not asscune you know how the Authority will decide upon or handle a particular matter or issue. Simply because it has been ihe Authority's custom or practice in the past does not meaxc it should or will continue to be the same in the matter you are currently handiing. 5. For rnost files it shoutd be unnecessary to involve more than one attorney. If the case requires more involvement than one attomey, prior approval must be secured from the CAO. 6. Do not "double up" at meetings or court hearings. Unless prior approvaf has been obtained, the Authority wiii not pay £or more than one attorney at any meeting or court heazing. 7. The client is the Authority and the Authority, thxough its executiva directox and pro,}ect managers, makes the dscisions on all business negofiations and other items regarding a psojeat. Your role as outside Iegal counsel is to pmvide legal counsel and advice Yo the project managers and executive cTirectoz, and provide the Authority with possible courses of action, opYions and solutions. 8. It as importanY to listen to the needs of the projecY nianager and to draft clear, concise and easy to understaufl language that effectuates the intentions of the Anthority. 9. If it appezrs that the amount of attomey's fees will greatly exceed the original estimate or "not to exceed" amount, then you shouid notify the pro}eet manager as soon as possible so thaf appropriate action can be taken to minimize ongaing expenses or fund the increased costs. il a�-S� Master Legat Services Agreement {Briggs and iVtorgan-2dQ6 and 2007) THIS AGREEMb�T, is made and entered into effecrive the I St day of April, 2006 by and betureen the City of Saint Paul, Minnesota, a public body under the Iaws of #he State af Minnesota, whase address is IS West Kellogg Boulevard, St Paul, MN 5�102 (hereinafter refened to as"City"} and Briggs and Morgan, Professional Association, whose address is 2200 First National Bank Bldg., 332 Minnesota Street, St. Paul, MiV 55101, (hereinafter refeaed to as "Consultant"). WHEREAS, the City engages in economzc devetopment, redevelopment and housing projects and tlae financing thereof in furtherance of the public purposes of tt�e City which is to enhance Yhe well-being of the City of Saint Paul and its residents; and WHBREAS, Chapter 5 o€the Saint PauI City Charter provides that rhe City Councii may, upon recommendafion of tha City Attomey, appoint special counsel in special circumstances, and fix special counsePs compensation; 4Vi3EREAS, federat and state law and regulatious significanfZy impact the projects and programs undertaken by the City, and the obligations issued by or on behalf of the City to finance such praj ects and programs and therefore the Crfy attorney finds there is a need far special experCise to be available to the City on a continuing basis as well as on a specific project basis relating to such federal and state Iaws and regulations for housing, redevelopment and economic development projec#s; and WF�EREAS, the Consultant is experienced in Iegat matters relating to public fiizance, public bonds of varying types, tax increment financing, redevelopment, housing and related matters; and WIIEREAS, the Consultant is one of ihe Iaw fums approved by tl2e Cify Council to provide legal services to die City in pnblic finance rnaiYers as provided in the City's ResoIution No. 06- !_ � and anYhorized the City AtCorney to set ihe terms of such provision of services. NOW THEREFORE, the City and Cousultant, in consideration of the mutual terms and conditions, promises, covenants, and payinents hereinafter sei forth, agree as follows: SECTION l. Scope of Serviees. A. Consultant agrees to provide Iegal services to the City at tl2e direction of the City Attorney Offiee ("CAO"} with respect to puUlic bonds, taY inerement finai2cing, redevelopment and housing projects and programs and finance powers of the City ("General Legal Services"}. B. Consultant fiu�ther agrees to provide legal services to the City aY the direction of the City Attorney Office with respect to specific pro}ects as foilows: •� - - i. Assist in planning the financing and sizvchuing of the bond issue and, where appropriate, preparing enabiing legisiation; 2. Prepare or supervise the bond proceedings, inctuding prepazatioa of documents necessary or appropriate ta tl�e authorization, issuance, sale, bond opinzan, and delivery of the bonds; 3. Assisc in various aspects of prepaFing the official statement or other disclosure documents to be disseminated in cannection with the sale of the bands; 4. Ohtain fram governmental authorities such appTOVaIs, nzlings, pemussions, and exempfians as bond counsel determines aze necessary or appropriate with respect to the issue; 5. Prepare all necessary closing documents and assemble transcripts, if not assembled by other parties, concerning all procaedings ta.icen in connection with the issnance and sale of the bonds; 6. Render advice or opinions on such ralated mat�ers as: a. The app3icability of particuIar provisioi7s of federal and state secuFilies Iaw; b. The applicabilzty of tas !aw provisions �overning estate and gift taxation; c. The eligibility of the bonds for investtnent by variaus fiduciaries and other regulated invesfors; d. The status ofthe bonds and related obligaiions under laws relating to creditors' rights; and e. The validity and enforceability of security agreements, indentures, and othez docurnents rela#ed to the bos�ds and tlleir security; Assist in presenting information to bond rating organizations and bond insurars; Provide advice related to amendments to federal and state tax laws; Advise in negotiatina bond purchase agreements with undervrriters; 10. Pravide rebate/azbitrage Iegai serviees for IftS zepartiug purposes as necessary; I 1. As requested, participate in public forums, City meetings, including Council committee meetings and HItA Board meetings, as bond counset to explain iegal aspects of financing; anfl I2. Assist in other specified aetivitias related to the bonds. C. A Scope of Work wiil be agreed upon by City and Consultant for specific projects. Each Scope of WorIc wit2 be in iiie form of the attached E�ibit A and inctude a list of individuals who will perform the wark, and a list of key tasks. �ach Scope of �Vork will •� •- be verbally agreed to by Ciry and Consultant possible prior to tfie commencement of auy work and signed as soon as practicatly possibie, and shall be incorporated into this Agreement as an a#achment. City and Consultant agree that all of the terms and condifions of this Master Agreement shall apply to each Scope of Work. D. Consultant shall perfarm alI Iegal services under Sections I.A and I.B. above in accordance cvith the requ"tremeats set forth in B�ibit B attached to this A� Conduit bonds ara excIuded from ttus Agreement. SECTFOIV 2. Time For Completion. A. Llniess terminated eaziier or extended as otherwise provided herein, the term of the Agreement shali commence upon �tie execution of the Agreament and shali terminate on Nlazch 31, 2008. B. The 1ega1 serv[ces rendered by Consuttant in accordance with Section I.B. shall be commenced and completed in accordance with the schedule contained in eaalz Scope of Work. In the event that there are delays caused by actions of the City or which may be reasonably requested by ttte Consultant which can change the completion date Consultant shall request an extension of time for completzon of the groject. The City Atkorney wili review the request atid may grant to the Consultant snch extensions of coizt�act time as may be reasonable. D. The City reserves the rigkt to exYend the term of this Agreement for a period of two years, subjecY to mutuai agreement on hoiuly rates. The City can e�arcise this right by giving written notice thereofto ConsuTtant no later than December 31, 2007. SECTION 3. Billings and Payment. That for ConsuifanYs faithful performance of this Agreement flie Cify hereby agrees to compensate the Consultant as fo�lows: (a) The Consulfant shall be compensated for services provided hereunder aY the rate of $230A0 per hour for attomey senrices of Tony Stemberger and $250 foi• attomey services of Mazy Dyrseth, and $125.OQ per hour for paralegal time. Provided, however, in the event that the fees of tha Consuitant wi11 be paid by a private developer, the hourIy rate of lawyer time is the Consuttant's nozmal recovery or bilIing rate. (b) In addition to the fees for services set forth above, the Consuitant shail be entitlad to xeimbursemeut for its reasonab2e and necassary disbursements for duplicauon of documents; messenger or specia� de2avery services; long distance telephone charges; telecopy or fax charges; and other reasonable and necessary amounts paid to third parties reiated to Yhe services pravided pursuant ta this Ageement. (c) The total fees, costs and expenses for services perFormed under Section 1.A. of fIus Agreement shatl not exceed $] 0,000, unIess Yhis Agreement is amended m writiz2g. (d} ror general obligation and govemmental revenue bonds (incIuding, by way of example, sewer, water, or leaselannual appropriafion bonds} bond counsel will be cornpensated accorda��g to normal iecovery rates, with fees capped in order not to exceed the following schedule and to comply wi#h flie state statute goveming bond counsei fees: 06-5�� ISSUE AMOUNT OR TYPE �500,0�0 or less $SOO,flOd to $1,004,000 '_Vfore than $1,000,000 Advance Refunding Bonds Ufility Revenue Bonds Tax Exempt Leases FEES $3fl4� $3fl00 - $3604 base pius $1.50I�1000 over $SOQ,000 $3750 - $4500 base ptvs $130/$I000 over $1,000,000 for the fust $20,000,000 1.5 — 2.0 times the fees set forth above The fees set forth above plus $75lhour 1.5 to 3.0 times the fees set fortk Abova The above schectule assumes that the bond issue will be a fixed rate issue. In the event the bonds aze sales tax reveiiue bonds, or issued as a flaating rate issue, with liquidity or credit enhancemenY provisions, City and Consuitant wil3 separately negotzate a different arrangeinent, which may be a"not-to-exceed" fee. The Consultant shail bill the City on a quarierly basis of each year for ihe services provided hereunder unless othex tettns are mutually agreed upon by the City and Consultant. In the event of termination of this Agreement, the Constzlfaz�t shail be paid for its services rendered up to axid including the day npon wluch terminatzan is effective. Each invoice submittad by the Consultant shall separately itemize, and state the fees, names af tl�e iawyers, amount of time, nature of work perfarmed, and disbursements attribntable to, each sepazate matter to wi�ich such bi21 reiates. In the event the Consultant fails to comply with any ierms or conditions of the Agreement or to provide in any rnanner the work or services as agreed to herein, tha CAO reserves the right to withhotd any payment until the CAO is sarisfied that conective action has been taken or completed. This option is in addition to and i7ot an lieu of the City's right to teFmination as provided in the Sectians 15 aad 16 of this Agreemeut. SECT'tON 4. Responsible Individuals. The individuals at the Consultani primarily responsible for the performance of the legal services required of the Consuttant under thzs Agreement shall be Tony Stemberger and Mary Dyrseth. The CAO shall be respousible for directing the Consultant to perform fegal services for the Authorit}r, The responsible individuals sha11 perfozm the legal services in accordance with the requiren2ents set forth in Exhibii B. The responsible individuals ae the o� -s�� Consulfant shall submit to the CA4 the monthly billing statements provided in Section 3 of 8iis Agreemenf. SECT�ON 5: City Responsibi3ifies. A. The City agcees to provide Consultant with access to any information from City documents, staff, and other souzces needed by Consuitant to complete the work described herein. SECT`ION 5. Work Pradacts, Records, Dsssemiaafion of Informa#ion. A. For purposes of tYus Agreement, the foIlowing words and phrases shall have the meanings set farth in this section, except where the cont�t cleariy indicates that a different meaning is intended. "Yt�orkproduct" shall mean any report, recommendatzon, paper, presentation, drawing, demonstcation, oz other materials, whether in written, etectronic, or othar format that results from ConsultanYs services under this Agseement. "3upporting documentation" shaIl mean any surveys, questioimaires, notes, research papers, analyses, whefher in written, electronic, or in other format and other evidences used to generate any and alI work perfarmed attd work products generated under this Agreement. `Business records" shall mean any books, docume�rts, papers, account records and other evidences, whether written, etectroieic, or in other forma, belonging to Consultanf and pertaining to cvorkperformed under this Agreement. $. Copies of all deIiverable work products and supporting docLtmentatioz� that resulT from t3ie Consuftant's serv3ces under this Agreement shali be delivered to the City upon its request and shati become ttie property of the City after final payment is made to tize Consuitant with no right, title, or interest in said work products or supporting documez�tation ves#ing in Consultant . C. Tke Consultax�t agrees not to release, transmit, or otherwise disseminate n�fonnation associated with ar generated as a result of the work performed under this Agreement without prior knowledge and written consent of the City. D. In the event of termination, copies of all documents finished ox unfinished, and supporting doaumentaf3on prepared by the ConsulYant under this Agraement, shali be delivered to flie City upon its requesY by Consultan# by the termination date and there shal] be no further obiigation of the City to Consultaut except for paymant of amounts due and owii�g for wort< performed and expenses incurred to the date and time of termination. B. The Consultant agrees Yo maintain ali business records in such a manner as wil2 readily canfarm to the terms of this Agxeement and to make such materiais available at its office at all reasonable times during tttis Agreement period and for six (b) yeazs from the date of the fmai payxnent uilder the contract for audit or inspection by the City, the Anditor of the State of Minnesota, or other duly authorized representative, � F. This Agreement is intended to benefit, ta the full extent lawfiil, from the attomey client privilage. Consultant agrees to abide stricfly by Chapter I3 ,Minnesota Govemment Datz Practice Act , and in particular:vlinn. Stat.§§ 13.45, subd. 6 and 1I; and 1337, subd. 1(b) and Miiui. Stat §§ 138.17 and I5.17. P11 ofthe data creafed, cotiected, received, stored, used, maintaiued, or disseminated by the Consvltant in performing functions under this Agreement is subject to the requirements of the Nlinuesota Govemment Data Practices Act and Consultant must comply with those requirements as if it were a governmental entity. The remedies in Chapter 13 appiy to the Consuitant. Tf any provision of Ylus Agreement is in conflict w'sth tI�e Minnesota Govemment T3ata 1'ractices Act or other Ivfi�nesota state laws, s#afe law shaIl control. SECTION 7. EqaaI Opporfunity Employment. A. Consuitant �vill not discrisninate against any employee or applicant for empioyment for wark under this Agreement because of race, creed, religion, coIoz, sex, sexual or affectional orientahon, national origin, ancestry, fanvlial status, age, disabili#y, marital sYatus, or status with regazd to public assisiance and wi11 take affirmative steps to ensuse that appiicants aze employad and employees are treated during employment without regard to the same. ConsulYazit ae ees to be bound by and comply with the requirements of Section 183.Q4 of the Saint Pau1 Legisiative Code and the Rules Governing Affumative Action Requirements in Employment adopted by the Saint Paul Human Rights Commission. This provision shali include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment advertiszng, layoff or terminafion; rates of pay or their forms o£ compensation; and selection for training, inctuding apprenticeship. SECTION 8. Compliance With Applicabie Law. A. Consultant agrees to comply with ali federai, state, and tocal laws or ordinances, and all applicable niles, regulations, and standards estabiishad by any agency of such governmenYal iuuts, which are now or hereafter promulgated insofar as they relate to the Consuttant's performance of the provisions of this Agreemeut. It shall be the obligation of the Consultant to apply for, pay for, and obtain all pernuts andlar licenses zequired. ' SECTIQN 9. Conflict of InEerest. A. Consultant agrees that it wiIl not contract for or accept enxployment far the performance of any work or services wiYh any individual, business, coxporation, or gove�unent unit Chat wouid create a conflicf of inYerest in the performance of its obligations pursuanY Yo tlus Agreement wifh the City, unless agreed to in writing by Yhe City. B. ConsultanYs acceptance of this Agreement indicaYes compliance witlz Chapter 24.03 of the Saint Paui Administrative Code: "fixcept as permitted by Iaw, no City officiai or employee shall be a party to or have a ciirect financiat interest in any sale, lease, or contract with the Ciry." C. Consultant agrees that, should any conflict or potential conflict of interest become known, Consultant wiII advise the Purchasin� Systems Manager of the situarion so that a determination can be made about Consulfa.nt's ab�tify to conrinue performing senrices under fhe Agreement. SECTION 10. Insurance. C� 0�-5�� A. ConsuItant shall be required to carry insurance of the kind and in the amounts shown below for the life of the contract. Excl�ding Professional Liabiiify Insurar,ce, insurance certificates should state thaY the Cify of Saint Paul, its empIoyees and officials aze Additional Insureds. A cross suits endorsement sl�all be provided to the benefit of the City. l. Public Liabilitv Tnsuraace a} Bodily Injury b) Property Damage $1,000,000 �Z,000,00a $ i $2,000,000 eaeh occurrence aggregate each accident aggregafe c} Policy must ineFude an "alI services, pro@ucts, or compieted transactions° endorsement. Z. Automobile Tnsurance a) Bodily Iujury $ 75Q,000 per person $1,000,600 peraccident b) Property damage nat less thau $�0,000 per accident 3. Worker's Compensation and Empiover's Liability a} Worlcer's Compensation par Minnesota Statufe b) Empioyer's Liabilify sha11 have mirumwn timits of $500,000 per accident; $SOO,OOQ per employee; $50�,�00 per disease poIicy limit. c) Contractors with 1 D or fewer empfoyees who do not have Worker's Compensation coverage are required to provide the City with a Ietter veri£ying tbeir number of employees. 4. Professional Liabil'atv Insurance a} $20,0OO,OQO per occurrence bj $20,000,000 aggregate 5. Generai Iasurance RequiremenYs a) Excluding Professional Liability Insurance, the policy is to be written on an occurrence baszs or as acceptable to the City. Certificate of insuranee mvst indicate if the poIicy is zssued on a cianns-made or occurrence basis. P11 certificates of insurance shall provide thaz the City's Division of Contract and Analysis Services be given not less than fliiriy {30) days priar written notice of cancellation, non- renewal or any material changes zn the policy; uicluding, but not limiied to, coverage amoun#s. Agent must state on the cartificate if palicy includes errors and omissions coverage. ' b) The Cansultant shail not commence work until a Certificate o€ Insurance coverzng aIl of the insurance required for this praject is apgroved and the project manager has issued a notice ta proceed. Insurance must remain in pface for the duration of the original contract and any extension periods. i. ,, c) The City reserves the righi to review Contractor's insurance policies at any tim� to verify that Crty requirements have been met. d} 23othing shall preclude fhe City from requiring Contractor to purchase and provide evidence of addifional insurance. e} Satisfaction of golicy and endorsement requirements for General Liability and Auto Insurance, of "each oceurrence" and "aggregate" Iimits, can be met with an umbrella or excess poFicy with the same mirrimum monetary limits written on an occurrence basis, providing it is written by the same insurance canier. SEC"TION IL Independent Contractor. It is agreed by tlie parties tha#, af all times and for all purposes within the scope of the Agreement, the relationship of the Consultant to Yhe City is that of independent conYractor and not that of emplayee. No statement contained in this Agreement shatt be construed sa as to find Consultant an employee of the City, and Consuitant shall be entitled to none of ihe rigkts, privileges, or benefits of Sauit Paui employees. SECTION 12. Subconiracting. The Consuttant agrees not to euter into any subconhacts for any of the work contemplated under this Agreement without obtaining prior wiitten approvat of the City. SECTION 13. Hold Harmiess. A. The Consultant agrees to be responsible for and pay zeasonaUle defense costs of and any compensable n�juries or daznages incurred by the Authority and City, its officers, agents, and employees, which have been proximately caused by an error or omission of the Consultant or any of its personnel committed in connection with t11e performance of the professionaI Iegal services provided under the terms of this Agreement, but only to fhe extent that such injuries or damages would not have been suffexed by the Authority and City but for the fault of_the Cansultaut or any of its personneI. SECTION 14. Assignment. A. The City and Yha Consultant eaci� binds itself and its successors, Iegal representatives, and assigns of sach other party, with respect io all covenants of this Agreement; and neiflier the City nor the Consultant wiil assign or iransfer their interest in this Agreeinent wiihout the written consent af the other. SPCTiON I5. Termination. A. The City has the right to terminate tius Agreement a# aay time by giving nofice thereof 2o the Consultant. B. In the event of termination, the City wi11 pay Consultanf far aIi services actuaily, timely, and faithfuliy rendered np to Yhe receipt of the notice of temunation and thereaffer until the date of termulation. The ConsuItant wilt daliver atI work products and supparting docuinentation developed up to fhe time of temiinafion prior to die City rendering final paymenf for service. SECTIO:\ 16: Default by Consultant; City Remedies. - .. In the event Consultant fails ar neglects to comply with any term or condition of this Agreement or to provide ttie services stated herein, Ciiy shall have the following rights: (a} to suspend payment of any invoices; (b) to cominence an action to recover the damages incurred by the City; (c) to commence an action to compel specific performance of the Aa eement by Consuitant; and (d) to tercnivate this Agreement. This remedy shait be in addifion to any o�her remedies available to the City in law or equity. The Cify sha11 be antitled to recover reasonable attozney's fees and costs of coIlection associated with enforcing its rights hereunder. SECTTON 17. Amendment or Changes to Agreement. A. City ot Consuttant may request changes that would increase, decxease, or otherwise modify the Scope of Services. Such changes and method of compensatian must be authorized in writing in advance by Ylie City. B. Any aiterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when reduced to writing and duly signe@ by tlie parties. C. Modifications or additional schedulas shall not be consmxed to adversely affect vested rights or causes of action which have accrued prior to the effective date of such amendment, modification, or supplement. The tezm "this AgreemenP' as used herein shall be deeined to include any future amendments, modifications and additional schedules made in accordance herewith. SECTIdN 18. Notices. A. Bxaept as otherwise stated in this Agreement, any natice or demand to be given under this Agreement shali be delivered in person or deposited in Uzuted States Certified NFail, Return Receipt Requested to the addresses set forCh in the opening paragrapb of tl�is Agreament. S�CTZON 19. Waiver. A. Any fault of a party to assert any right under this Agreement shail not constiriite a waiver or a tertnination of that right, this Aa eernent, or any of this AgreemenYs provisions. S�CTION 20. Survivai of Obligai3ons. A. The respective obligations of the CiYy and Consultant under these terms and couditions, which by their nature would continue beyond tlie termination, cancellation, or expirafion hereof, shatI survave termination, cancellation or expiretion herea£. $. If a oourt or governmental agency witEt proper jurisdiction determines ihat this Agreement, or a provision herein is unlawful, this Agreement ar that provision, shall terminate. If a provision is so terminated but the parties tegally, commerciaity, and practicably can continue this Agreement withouY the tef�nunated provision, the remainder of this Ag�eement shall continue in effect. SECTION 21. InterpretaEion of Agreement, Venue. A. TFus Agreemenf shall be interprefed and construed according to the Iaws of the State of Minnesota. All litigation related to tlus Agreement shall be venued in the F7ishict Coart of the County of Ramsey, Second Judicial Dishict, State of Minuesota. .. _. SECTIflN 22. Force iVTajeare. A. Neither the City nor the Consultant shail be held responsible for performance if its pezformance is prevented by acts or events beyond the party's reasonable controi, ineluding, but nof limited to: severe weather and storms, earthquake or other natural occurrences, st�ikes and other lahor unrest, power failures, electrical power surges or curren# fluctuations nuclear or ather civil military emergencies, or acfs of iegislative, judicial, executive, or adn�inistrative anthorities. SECTTON 23. Eatire Agreemea�. - A. It is understood and agreed that this entire Agreement supersedes all oraI agreements and negotiations between the parties relating to the subject matters herein. IlV VJITIVE3S WT�REOP, the partias hereto are authorized signatories ac2d have executed this Agreement, the day and year first above written. City of Saint Paul, Minnesofa: By Its Mayor By Its Director of O�ce of Financial Services By Tyrane Terrill, Director Department oP Human Rights Appraved as to form: Assistant City Attomey Funding: Activity # and Activity Manager Signature Briggs and Morgan Professional Associa�ioa $ �r,� ��r�-�.R lts S h�,=e �,� 1�_` TaY Identificatian Number 20 �l Scope of Work 2. Attachment fo Master Legal Serviees Agreement Aated Pmject Description af legal services to be performed: 3. Consuttant wilI begin work oa services by , 20fl . 200_, and complete the 4. (a) Attomey fees for non- bond related wark will be billed at the hourly rates set forth in section 3(a} of the tvlastex Legal Services Agreement, and costs will Ue reimbursed in accordance w9th Section 3(b}. Total fees and costs shall not exceed tt�e amount of $ . S. {b) Projects that involve issuing General Revenue bonds as described in SecEion Z (above) shall be compensated as set forth in Section 3{d} of the Master Legai Services Agreament and biIiad by Consultant in accordance with that Aa eement. (c} If the project invoives City Revenue Bonds or Tax Increment Bonds, then ,. attorney fees for bond related work are ag�eed to be set at a fixed sum of $ payable, togeti�er with costs, from the proceeds of the bond sale or the City direcUy at its option. The Consultant shaiI provide a single line bill for The bond closing; pzavided, however, that no fees or cosis are due or payable to Consultant af the band closing does not occur, tuiless the City agraes wzth Consultaxit to maks payment of all ar a portion of sueh fees and costs in an extraordinazy case. In addition, the Consultant shatl provide the CAO and the Director of Financial Servzces with an itemized billing stafement upon comptenon of fhe �iond closing #I�at will contain the following information: tlie names of the attomeys or paralegal performing the wark, the uature and dafes of the work performed aud the amount of tisne associated cvith each item of wark. 5. fi. Individuals from the Consultant to work an this project aze as foilows: Special provisions: ACCEPTED ANt� AGREEI? TQ: 1I i- .. City of Saint Paul, Minnesafa: I: $y Its Director of Office of Financiai Sezvices .4pproved as to form: Assisiant Cit�� Attomey Funding: Activity # and Activify Manager Signature Briggs and Morgan Professional Association By Its Tax fdenfification Number 22 { (5�-5( � OFFICE OF TfiE CITY ATTORNEY Tohn J. Choi, CityAttamey CITY OF SAINT PAUL ChristopherB. Colemon, Mayor CiviI Division 400 CityHa77 I S W¢st KeIIogg Bivd Sainz PauZ, Mimeesota 55102 Z'e7ephorze: 65I 266-87I0 Facsimite: 657 298-5679 7une 19, 2006 Mayor Christopher B. Coleman 390 City Hall St. Pau1, MN 55102 Councilmember Montgomery 310-A City F3a11 St. Paul, MN 55102 Council President Lanhy 320-C City Hall St. Paul, MN 55102 Councilmember Thune 310-B Gity Hall St. Paul, MN 55102 Gouncilmember Harris Councilmember Benanau 310-C City Hall 310-D City Hall St. Paul, MN 55102 St. Paul, MN 55102 Councilmember Helgen Counciimember Bostrom 320-A City Hall 320-B City Ha11 St: Paul, MN 55102 St. Paul, NIN 55102 Re: Outside Counsel for Bond fmancing and related matters Dear Mayor Coleman, President Lantry and Councilmembers: This letter is sent to request the appoinhnent of special counsel under Charter § 5.02 to represent the City and the E�2A by providing bond counsel opinions and related legal services. By letter of this same date, John Choi, the City Attorney, has gven me the authority to act in tlus matter. The law related to municipal finance, in particular as to bond transactions, is a highly specialized area. Also, an opinion from a law firm independent from the City and the FIRA is necessary in order to market the bonds. Due to these special circumstances, the City and the HRA has a long history of retaining special counsel to provide these legal services. The Office of City Attorney (CAO) initiated an exhaustive process to solicit proposals and to select two or more law firms to represent the City and the f3IZA by providing bond counsel opuvons 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 six weli qualified law firms. From this group the selecrion group recommended three law firms: Briggs and Morgan, P.A., Kennedy and Csraven, Chartered, and McGrann Shea Anderson Carnival Straughn & Lamb, Chartered. All three firms are well qualified, committed to Saint AA-ADA-EEO Employer D� 5l0� Mayor Coleman Councilmembers 7une 19, 2006 Page 2 Paul, and have satisfied the city Aepartment of Human Rights as to affirmative action requirements. The CAO has negotiated with these fiims to obtain very favorable terms. In all three cases we have obtained a�eements for "govemment rates" for fees that aze discounted from their standard fees. Pursuant to Charter § 5.02, I request that the Council and the HRA. boazd appoint these three firms. 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 necessasy staff reports and resolutions for Hi2A board action. Please place these on the first available agenda. Please contact me if you have any quesfions. Sincere� \ e d T. H drickson Deputy City Attomey cc: Trudy Moloney, Director of Council Research AA-ADA-EEO Empioyer o�-sb� OFFICE OF TS3E CITY ATTORNEY John J. Choz, CiryAnorney CITY OF SAINT PAUL ChristapherB. Coleman, Mayor cMrD�aon 400 CiryHall 73 WestKe7loggBlvd Saint Paul, Minnuoia SSIO2 TeZephone� 657 26G8710 Facmn:7e.� 65I 298-5679 7une 19, 2006 Mayor Christopher B. Coleman 340 City Hall St Paul, MN 55102 Councilmember Montgomery 310-A City Ha11 St. Paul, MN 55102 Councilmember Harris 310-C City Hall St. Paul, MN 55102 Council President Lantry 320-C Caty Hall St. Paul, MN 55102 Councilmember Thune 310-B City Hall St. Paul, MN 55102 Councilmember Benanav 310-D City Hall St. Paul, MN 55102 Councilmember Heigen Councilmember Bostrom 320-A City Ha11 320-B City Hall St. Paul, MN 55102 St. Pau1, NLN 55102 Re: Special Counsel for Bond financing and related matters Aear Mayor Coleman, President Lantry and Councilmembers: Last fa11, before I became City Attorney, the Office of City Attorney (CAO) under Manuel Cervantes began a process to select two or more firms to represent the City and the HRA on bond counsel opinions and related 1ega1 services. The selection group included CAO staff attomeys, the Director of Financial 5ervices and staff from that office, and the Director of Plamung and Economic Development and staff from that deparhnent. When I became City Attomey in 7anuary, the process was already well underway. The selecrion group has made its recommendafions and staff has negotiated terms with the selected firms. The next step under the Charter is for the City Attomey to request the City Council to appoint special counsel and establish the compensarion. As most of you may know, prior to becoming City Attomey, I was an officer, director and shareholder in the law firm of Kennedy and Graven, Chartered. That firm has done municipal bond wark for the HRA since 1996 and is one of the firms proposing to be retained by the City and HRA. AA-ADA-EEO Employer d� �� Mayor Coleman Councilmembers 7une 19, 2006 Page 2 When I left Kennedy & Graven, I sevezed all financial relationships with it and therefare do not have any financial interest in the fum whatsoever. There wouid be uo iliegality and no unpropriety for me to be involved in the selecfion of bond counsel for the City and HRA, but I believe that it is wise to avoid even the appearance of vnpropriety. Therefore by this letter, I am designating Gerald Hendrickson, Deputy City Attorney, to exercise the authority of the City Attorney under Charter § 5.02 to request the Council to appoint speciai counsel. You will be receiving a Any questions you may directly to him. Sincerely �� 7o J. Choi City Attorney separate communication from Mr. Hendrickson making the request. have about the selecfion process and recommendations may be made cc: Gerald Hendrickson, Deputy City Attorney Shari Moore, City Clerk AA-ADA-EEO Bmployer