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98-117Councff File # � `� — � l� ORI Presented Referred To i, MINNE�OTA WHEREAS, the Office of the City Attomey is to provide legal services for its Green Sheet # � 0 � S � the City Sf Saint 2 WHEREAS, the Finance Department is to provide oversight of City of Saint Paul contracts and expenditures; and 3 WHEREAS, expenses paid to private law firms by the City of Saint Paul have nearly doubled since 1994; NOW, THEREFORE, BE IT RESOLVED, that the City Council requests that the Office of the City Attorney and the Finance Depaztment prepare a report with regard to the policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. Requested by Department of: Adoprion Certified by Council Secretary By: c� , .-r Approved by Ma� . Dat � ( ( � By: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � Adopted by Council: Date � � _ � \ �� 2/1 Chxis Coleman 266-8620 NUYBERFOrt RWSiNG ORDER TOTAL � OF SIGNATURE PAGES GREEN SHEET t::_��: _ ii:i:�1�:.1 qg -i�`l No 60657 Nro�mm. ancou� ❑ cmwrrow�[r ❑ urcun[ ❑ RYNCNL4F.RV1CF90Y1. ❑ RI�IIGLiERY/ACCfC ❑ Wvae1��N+0 ❑ (CLIP ALL LOCAT10PiS FOR SIGNATURE) That the City Attorney's Office and the Finance Department prepare report regarding policies, expenditurs, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. a PLANNING COMMISSION CIB COMMITTEE CNIL SERVICE CAMMISSION tias this a�scNfirm euerworked unaer a contract r« mic departmem? VES NO Flasihie pHaoMum Cm heen a dly empbyee7 YES NO Dces ihis pe�soNfim� Gosseas a sidll not namallYD�essetl M�Y curtent citY emPbYce? YES NO 1¢tluaPNaoNfirtnafm6MetiveMa? . YES NO Expenses paid to private law firms by the City of Saint Pau1 have nearly doubled since 1994. That the City Council may review report regarding policies, expenditures, and budget relating to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. That the City Council will be unable to review report regarding policies, expenditures, and budeet relatine to the hirine of nrivate leeal and lobbvin¢ services on behalf of t CASTIREVENUEBUOGETED(CIRCLEON� SOURCE IS�iP1i�l214'�-7dc7 VES NO I�WM March 11, 1998 City Council Action Minutes Page 5 FOR DISCUSSION 30. Presentation by the Treasury Division on the fees and cosu for bond issuance. (Laid over from February 25) (See C.F. 98-117 adopted February 11, 1998) Laid over to April 8 Yeas - 7 Nays - 0 31 32. ��• V34, Report by the Office of the City Attomey and ihe Finance Department regarding policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. (Requested by Council on February 11; C.F. 98-117) It�g Birk, City Attorney, and Joe Reid, Budget Office, presented a report. Repor[ by the Fire Department on its work plan in response to Council Research Perfortnance Audit Recommendations (requested by the Council on December 3, 1997; C.F. 97-1437; laid over from February 25) and a report from the Mayor regarding the Fire Chief. Laid over to March 18 Yeas - 7 Nays - 0 Administrative Order: D0014�t7 Amending the 1997 budget of the Housing and Redevelopment Authority Debt Service Fund to reflect conection to object codes, increases in sales tax revenue and STAR funds, and decrease due to interim funding not needed for Lawson project. (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 (Per C.F. 97-1037 adopted August 27, 1997) (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 Report by Pam Wheelock, Department of Planning and Economic Development, on recommendations and criteria for appiying the Vendor Outreach program to the Department's economic development programs, and the results of the initial application. 35. Resolution - 98-120 - Finalizing City Councii action taken January 28, 1998 conceming adverse action against licenses held by Billy's on Grand, 857 Grand Avenue. (Laid over from March 4) Adopted Yeas - 7 Nays - 0 . ., -��31 q�-il� Interdepartmental Memorandum CITY OF SAINT PAUL DATE: March 5, 1998 TO: Mayoz Coleman Depury Mayor Fabel City Councilmembers FROM: Peg Birk � City Attomey 7oe Rei�,- Director, Finance Department RE: Outside Legal Counsel Expenditures In a resolution dated February 1 l, 1998, the Saint Paul Ciry Council requested that the Office of the City Attorney and the Finance Department prepare a report regazding the policies, expenditures and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. Attached for your review are the following: • Part A: The City Attomey's O�ce (CAO) Administrative Procedures on Hiring Private Outside Legal Counsel • Part B: The Policy and Management Rauonale for Major Outside I.egal Expenditures � Part C: Finance Director's Analysis of I.egal Related City and ARA Expenditures •: u. Attachment �� 8—c�7 TI� CIT'Y ATTORNEY'S OFFICE ADMINISTRATNE PROCEDURES ON HIRING PRIVATE OUTSIDE LEGAL COUNSEL FOR TE� CTfY OF SAINT PAUL The Saint Paul City Charter, Section 5.02, requires the City Attomey to represent the City in all legal business of the Ciry, unless there is "any case of special or unusual circumstances" or there is a canflict of interest. In those instances, ihe Council, at the request of the City Attorney, may by resolution, appoint and fix special cowLSel compensauon. Alffiough the majority of all legal work performed for the City of Saint Paul is done by staff members in the City Attomey's Office, (CAO) the o�ce dces enter into a limiteti number of special attomey comracts each year for provision of 3ega1 services to City governmem from attomeys outsitie the CAO. The CAO limits contracts with outside attorneys to the following cir�r*r+�+ances: 1. When CAO staff attomeys do not have sufficient special expertise required to handle a particular legal problem. 2. When representation of the City by the CAO would present an actual or perceived professional conflict of interest. When the CAO lacks sufficient resources to handle a particular legal dispute because of size or time demands of the dispute. When there is a need for independent counsel or a second opinion in matters of unusual sensitivity. When an opinion and other legal services of bond counsel is required for the issuance and sale of bonds and other debt instruments. Bond counsel is usually retained by the issuer, and assists the issuer in the drafting and preparation of necessary documents. Its prunary functian is the issuance of an opurion on the validity of the bonds and their talc status. Bond counsel legal services for public issuers are highly complex, and bond opinions are relied upon as weli by ratings agencies and bond purchasers. When selecting outside legal counsel, the CAO seeks attorneys with substantial expertise and experience in the subject area. In most instances, a Request For Proposals is issued. The City seeks to include as many law firms as reasonably possible in the contracting process, and insists on fees discounted from nom�al hourly billing rates. The office requires strict time reporting and expense reitnbursement is done in accordance with the Ciry policies. The CAO handles the majoriry of legal work for the Ciry. Such a policy is directed by Ciry Charter, is cost effective, allows the CAO to impose high standards of qualiry and permits the City to adopt consistent legal positions. Occasionally, for the reasons listed above, outside legal counsei is necessary. In those instances, the outside counsel is closely monitored and managed by an attorney within the CAO. q�-l�� ,� THE POLICY AND MANAGEMENT RATIONALE FOR MAJOR OL3TSIDE LEGAL EXPENDTTLIRES CTfY AND HRA PUBLIC FINANCE WORK Selection and Payment Two 1996 Resolutions govem the selection and payment of outside legal counsel for the City and HRA on public finance matters for advisory services, arbitrage and rebate services and bond issues. As background, on 7anuary 24, 1996, the City and HRA issued a Request For Proposal (RFP) which was submitted to eight law firms known to have expertise in the azea of public finance. All eight of those firms responded to the RFP by February 9, 1996. The responses were graded by representauves of the City Attorney's Office, the City and the HRA. A significant factor in deciding which firms would be on the "approved list" for the City and the Saint Paul HRA was the willingness of these fums to provide work to the City at special, discounted rates. As a result of the RFP process, a resolution was passed for City work, attached as E�ibit A. Three law firms can be hired for City public finance work. They are Briggs and Morgan; I.eonard, 5treet and Deinard; and Doherty, Rumble and Butler. The resolution authorizes an hourly rate of $150 for advisory services and $160 per hour for arbitrage and rebate services. Annual legal services agreements with these firms have been executed to provide general economic development expertise like federal tax analysis for housing, talc increment financing and on large prioriry projects, e.g., the Science Museum. Additionally, the resolution authorizes a fee arrangement for bond issue work to be detertnined in accordance with Minn. Stat. § 481.21 (1996), attached as E�ibit B, which requires fees to be based on the time involved and the nature of the responsibilities, the experience of the attorneys involved, the complexity of the representation and the assets available to pay fees. Basing fees primarily on the amount of the bond issue is prohibited. Fee arrangements are not done on an hourly rate basis. City and HRA staff generally work with the law firm involved in each particular financial transaction to establish a mutually acceptable fee based on the complelcity of the financing and the other factors set forth in the statute. The alternative methods described in the RFP's are similar, with only Briggs and Morgan providing a schedule of fees, attached as E�ibits A, E, F, and G. The HRA resolurion fot designation of bond counsel is attached as Exhibit C. The approved panel is Briggs and Morgan; Doheny, Rumble and Bufler; Leonard, Sueet and Deinard; and Kennedy and Graven. The above-referenced fee structure also applies to HRA bond work. Legal services agreements have been executed with Briggs and Leonard, Sueet for necessary advisory services. �g � � i� :,,, ,�. In addirion to drafting and advisory services, outside bond counsel provides legal opinions, which are required and relied on by purchasers of municipal bonds, on whether the bonds are legally issued, valid and binding (the tradirional "bond opinion") and whether the interest on the bonds is excludeable from gross income for purposes of federal and, if applicable, state income tases (the °tazc opinion"). The °bond counsel standatd" for an oginion is that a reasonable court could not disagree. Bond counsel's opinion is relied upon by purchasers and holders of bonds, and those parties require that bond counsel be°independenY' of the issuer. Bond counsel whose opinions some purchaser or another has relied on for publicly offered bonds in recent years aze listed in the "Red Book" (known by cover color) put out by The Bond Buyer, a daIly newspaper of the municipal bond business published in New York. � As a traditional aspect of the opinions of bond counsel, bond counsel prepaze many of the documents (resolutions, agreements, notices, certificates, etc.) which they rely on in rendering the opinions or which are associated with the bonds, and review many other documents, preferably in advance of the time they are acted on if they are critical to the opinions. For instance, if an election is necessary before bonds may be issued, typically bond counsel will prepare the related question, notice, resolutions and certificates which will be necessary to evidence successful passage of an election question which authorizes the bonds desired. Currendy, general oversight of the work of outside bond counsel and the billings are reviewed by Assistant City Attorney Terry Garvey for the City and Assistant City Attorney Pete McCa11 for the HRA. LITIGATION Most of the litigation on behalf of the City is done by the CAO. The Best Practice Litigation Management System (BPLMS) was developed and implemented in July of 1995 to manage the litigation within the CAO. Its purpose is to assist and identify the most significant cases and prioritize resources to ensure that all lifigation is handled effectively and efficiently. The system has enabled the CAO to quickly assign a value to the case and determine whether it is more cost efficient to retain outside counsel or keep the litigation in-house, and determine whether to push to avoid litigation eacpense before settling the case. Bach case is analyzed and the litigation plan developed to aclueve the optimal result. Perhaps the best e�mple is the favorable resoludon of the suits and claims arising out of Third and Maria gas explosion for the City's municipal tort limits of $600,000 despite varied and repeated challenges to our statutory caps, without which City eJtposure could have been as much as $10 million. The BPLMS also encourages participation by deparlmeni personnel in the litigation process and, where appropriate, provides departments with suggestions for reducing the likelihood of similar q�-�i� claims and suits. Finally, the annual litigaflon report provides the administration, Council, and departments with a summary of the previous year's litigation results, including settlement expenses, court costs, the value of City Attomey Office staff time and analysis. EXPERT ADVICE In certain cases, outside legal fees are accrued when the City requires expert advice on a particular issue when the expertise dces not e�st in the CAO. The CAO main ainc the direct representation of the City in such nvstances. Tlus is a cost- efficient way to deal with narrow complex issues in a complex matter. There is also a strategic advantage to keeping the information confidential, particulazly in litigation. In all of these matters, there is scrupulous oversight by in-house city attorney as to the quality of the work and the billing. An additional benefit is that we do develop in-house expertise from the outside attomey which eventually reduces cost for the City. CONCLUSION: The CAO recommends that consideration be given to adding 2 FTE attorneys to the CAO to reduce outside legal expenses for litigation and general advice foz Finance, Management and Technology, PED, and the HRA. Between 1994-1998 the number of attorneys in the CAO has only increased from 34 to 36. In 1997, PED outside legal fees for development, litigation, and general advice was $453,096. A significant portion of these fees were acczued because the CAO does not have the expertise or has insufficient resources to handle particular matters. Much of this work could be done by experienced specialized in-house attorneys at the cost of approxnnately $100,000 in salary and benefits per attorney. � 3"1 Presented � y� MINNESOTA Council File # 1�0` Green Sheef # q� Committee Date i WI�REAS, the City Council requested that a request for proposals (RFP) be issued to qualified law firms which 2 provide bond counsel and related public fmance services; and 3 WI�REAS, the intent of the Council in directing a request for proposals was to increase competition among firms 4 that provide these services and bring a savings to taxpayers; and 5 WHEREAS, under 3ecrion 5.02 of the City Chazter, the City Attomey has requested the appointrnent of special 6 counsel to provide bond counse] and related services to the City. 7 NOW, THEREFORE, BE IT RESOLVED BY THE SAINT PAUL CITY COUNCIL: 8 9 10 11 12 13 14 15 16 - 17 - Principal bond counsel for the City will be selected from the following fums: (1) Briggs and Morgan; (2) Doherry Rumble & Butler; At�c� -�-o� rcccS�c,r�R�v.S:,,^ Service� (3) Leonazd Street & Deinazd - �_� Appropriate City offi e authorized to execute agreements with firms on the above panel for specific bond issuances. Membership of the panel will be for three (3) yeazs, at which time the City will issue another RFP for services. Membership on the panel may be subject to canceilation by either the City Council or the law firm. The amount to be paid for such services shall be no greater than $150 per hour for advisory services and no greater than $160 per hour for azbitrage and rebate services. The fee for individual bond issues shall be detemuned in accordance with Minn. Stat. �+481.21 (1994). Requested by Departrnent of: � Form Approved by City Attomey � Adoption Certified by Council Secretary By: � c— "".3� k� �.,�� Approved b}� Mayor: Date ��t1 !'� L SU.�ST►Tt.t-T�- ��a jq� � A rr��Y.d e o� RESOLUTION Approved by Ivlayor for Submission to Council � s � �° �- (� �Y� :'. EXHIBIT A � Adopced by Council: Date � s�. e1 ��q� c 3� � � �g-�� 298 ,�e attomey to do or forbeaz sian: dnry impostd upon an attoc- ilcen by the supreme coun on asation. Accusations may be ed, prosecuced, heazd and de- The supreme coart may refer powen of a referee under the +ithin ten days of the appoint- .'Ihe referee shall repon the .ngs on ic Persons desi�nated paid their necessary expenses :nesse necessarily employed allowed by law. The supreme �xpenses, fees and compensa- i by one of the justices of the 1969 c 399 s 49; 1973 c 501 3 c 247 s 175; 1986 c 444 RTAIN PROSECUTIONS; relation to, or aid ox promote ycution of which shall be caz- : other public prosecutor with .s partner, or who, having per- on or proceeding in any coua , d'uectly or ind'uectly, advise ey or otherwise, or who shall of any defendant in am such essed or implied, ha�ing rela- rOR1�EYS. �re than 12,000, the offices of 1 not be deemed incompatible �ecution of violations of state al regulations, the offices of adble and may be held by tha �7 s 8 ze court goveming a ctient se- nd credited to a client securiry le to investrnent of the ciient account is appropriazed to tha 3 and claims approved by t� 29q A270RNEYSr►'f-U.W {8121 � q81.21 BOND COUNSEL FEES. An attomey—at law performing services u bond counsel for the state, a state agency, or 8 political subdivision of the state shall be paid a fair and ceasonahle attomey's fee, based on dte following factors: (1) the time and labor required: (2) the experience and knowledge of the attorney; (3) the compleuty and novetry of problems invoived; (4) the extent of the responsibiliaes assumed and the resulu obtained; and (5} the sufficiency of asseu groperly available to pay for ihe services. T6e fee must not be based primarily oa a percentage of the amount of the bonds or ob- . ligations sold. History: 1994 c 533 s 1 � 0 . � r . � 62268 Resolution 96-12/11-7 Designation of Bond Counsei Whereas, the Housing and Redevelopment Authority for the City of Saint Paul (HRA) requested that a request for proposals (RFP) be issued to qualified law firms which provide bond counsel and related public finance services; and Whereas, such an RFP was issued, eight responses were received, and the responses were reviewed by a staffteam appointed by the City Attorney;� NOW, TFiEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota: The following law firms are selected to constitute a panel to be eligible to provide bond counsel and related public finance legal services to the HRA: (1) Briggs and Morgan; (2) Doherty, Rumble & Butler; (3) Leonard, Street & Deinard; and (4) Kennedy & Graven Appropriate HRA officers are authorized to execute agreements with firms on the above panel for specific bond issuances and for necessary advisory services. Which firm to engage for specific bond issues or advisory services should be determined based upon each firm's experience and expertise related to the specific bond issue or services requested and the financiai arrangements which can be negotiated, provided that it is the expectation of the IiRA Commissioners that each of the firms which are members of the panel will be utilized over a three year period and further provided that each resolution designating bond counsel for a specific bond issue wil! state the rationale of the use of that firm. 3. Membership of the panel will be for three (3) years, at which time the HRA may issue another RFP for bond counsel and related public finance related services. Membership on the panel is subject to cancellation by either the HRA or the law firm. The amount to� be paid for services shali be no greater than $150 per hour for advisory services and no�}t�� greater than $160 per hour for arbitrage and rebate services. The fee for individual bond issues shall be determined in accordance with Minn. Stat. § 4B 121 (1994). 4. This resoSution supersedes HRA Resolution No. 96-10/2-1 adopted on October 2, 1996. The HRA executive director will submit to the Board a repoR in 6 months which provides a report on which bond counsel firms have been used by the HRA, the pro,jects on which they have been utilized, and the fees they have received. . � � �� KENNEDY & GRAVEI3 q�-i �� N Y Provide statement agreeing not to discriminate against women or other protected groups. Kennedy & Graven is an equal opportunity employer and has an established affirmative action plan and equal employment opportunity plan. The firm has been certified by both the State of Minnesota and the Minneapolis Department of Civil Righu as having an approved affumative action plan. The firm has adopted a specific AA/EEO Policy Statement and a Policy Statement Prohibiting Sexual Hazrassment in the Workplace. Copies of these policies are attached as Appendices D and E. Kennedy & Graven has a Board of D'uectors of 14 attomeys that would be the equivalent of partners in a partnership. Of the 14 directors, two directors currendy aze women. Within the past year, four women attomeys who were directors at our fum accepted different positions with other employers. Two became in-house general counsel of clients of the fum and two joined other law firms. Of our four associates, one (25%) is a minority. Of our three law clerks two (66%) are women. Of our four pazalegals, all four (100%) are women. Of our remaining 12 full time staff support personnel, l l(92°l0) aze women, including our law firm's Admisus�ator. Three (25�70) support staff are minoriries. (See Appendix E.) Cost Prouosal Summarv. 5pecifp the methods of compensation proposed, including the following: a) The method of determining fees (e.g. hourly charges, fixed fee). Alternate methods may be submitted. b) Any not-to-exceed amount, to be charged for provisional fees under each method or alternate method designated. c) Any other charges proposed to be made and expenses soug8t to be reimbursed, including the method ior determining the charges. d) In addition to the above, propose and submit a method(s) and amount to be charged for professional semces rendered for handling legal issues related to the City, the HRA, or both but not directly related to a particular bond issue. Names and hourly bil&ng fee of attorneys for Bond Counsel and Tax Increment Services: Bond Counsel Bruce M. Batterson (12 yeazs experience) $150 per hour Stephen J. Bubul (9 years experience) $130 per hour Robert C. Long (10 years experience) $140 per hour David J. Kennedy (21 years experience) $1b0 per hour Tax Increment & Other $125 per hour $115 per hour $120 per hour $130 per hour Kennedy & Graven would be willing to negotiate a cap on fees or a"not to exceed" fixed rate for any particulaz bond transaction. A typical fixed rate fee for a general obligadon public improvement bond would be between $1,500 and $2,000, depending on the compiexity of the issue. This fee quote is based upon the assumption that the bonds aze ' WZLLEC100005 FI�,-1� g EXHIBIT D �-i��1 either general obligation or special assessment bonds and that the transaction proceeds to closing in a timely fashion and without inordinate difficulties. Fees for more complicated issues, such as tax increment, revenue bonds, and bond refmancings would be subject to negotiation based upon the complezity of the issue. We would also bill the City for out- of-pocket expenses including those for travel, messenger services and photocopying. Number, names and billing fee of paralegaLs: Hourly Rate for All General Legal Services: Terry Berg, Pazalegal Cheryl Willey, Pazalegal Number of supporting personnel and billing fee: $70 per hour $70 per hour The firm dces not bill the City or HRA for the work of support staff, other than pazalegals, such as secretaries. Billing increment: The fum bills in .OS billing incremenu. The fum will provide billing statemenu in a format approved by the Ciry of Saint Paul or HRA Other cosu: The fum will bill its out-of-pocket cosu for such things as postage, long distance telephone calls and computer assisted reseazch. Copying costs and fax aze reimbursed at .20 per page. Billing for Miscellaneous Expenses: Minimum Biliing Increment Photocopying Chazges Travel Time, if applicable Mileage Chazges Fax Charges Wesdaw or Lexis Fees (See * below) Phone Charges Other Charges: Messenger/Express Mail .OS hoar at hourly rate $.20 per page $ None $.20 per mile $.20 per page $1.08 per minute $ None $ Actual Cost Chazged The fee quoted above reflecu only the basic minimum service available on Le�cis. Due to the varying chazge for types of searches, this fee has not been included in the above fee and will be charged at the actual cost on a per search basis plus applicable sales tax. Rate for City Council or HRA attendance: There would be no ex�a charge for attendance at City Council or HRA Boazd or staff meetings relating to bond issues. WZLLEC100005 FZRK-11 Monthly billing statement: �� A detailed statement of services rendered to the City of Saint Paul or HRA will be sent on a monthly basis describing the date of service, the work performed, the attomey or paralegal supplying the service, the time spent perfornring the service, the hourly fee and the incremental fee actually chazged to the City or HRA. If a fixed rate fee has been negotiated, the fum will bill the City or HItA the agreed upon amount once the bond transaction is complete. Kennedy & Graven will provide a monthly billing statement in any format the City or HRA chooses. VI. IJisclosures and Assurances. The applicant hereby assures and certifies: 1. That the individual signing the assurance form on behalf of the individuat, partnership, company or corporation named in the proposal possesses the legal authority to bind the firm by contract 2. The firm agrees to comply with all applicable federal, state and iocal compliance requirements. 3. T'hat the firm is adequately insured to do business and perform the services proposed. KENNEDY & GRAVEN, CHARTERED Address: � Saint Paul Office: � 700 Commerce Building B '� �— • ,�> 8 East Fourth S�eet Robert C. Long � Saint Paul, Minnesota 55101 Director Telephone: (612) 225-4938 Dated: February 12, 1996. Mins�eapolis Office: 470 Pillsbury Center 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 ' W2LLEC100005 , _ _ FIRlS-71 1Q 7 1 � � ]• y . ; , , DOHERTY, RUMBLE & BII'PLER (c) Continuing, Uninterrupted Service. �-L�� DRB recognizes that swift response to client needs is essendai in the piactice of law, and accordingly, it maintains appropriate staff levels to handle a11 client matters as expeditiously as possible. DRB has recenUy and formally committed to a Continuous Quality _ Improvement program so that clients receive the highest qualiry, in the broadest sense, of legal services. Timeliness is an essential component of guality. . Ms. Oman is a skilled - manager of legal services: She will serve as your fust contact person, and wili - assure . prompt response. DRB has experienced attomeys in the HRA's need areas and, thus, litcle or no "leaming time,". a source of delay, is expected. DRB is lazge and, therefore, has the .. . - capaci"ry to quickly respond to majar project requesu. We have an efficient voice mail system to enhance and speed communication between attorneys, and our ciients. - (d) Conflicu of Interest. - . _ _- - . _ . DRB has a three-step process of determining whether conflicts of interest exist. T'he process includes the use of E-Mail for all new clients and all matters with adverse parties, hard copy , printouts of all new files opened, and a search of finm records by_administration as a part �,_ of ihe file opening procedure. DRB takes a very conservative view in defining the existence ' of a conflict and whether that confiict is waivable. If a conflict is waivable, a writfen waiver ... is required by all clients. T'hece have been and are occasions that DRB has and will decline `_ representation even when no actual conflict exisu if we believe accepting such representation .:_ will harm an existing client relationship. Conflicts, potential conflicts, and appearances of �_. conflict are resoived on a case-by-case basis, We are not aware of any relationship that may raise questions about conflicts of interest or concerns about loyalry to the City of Saint Paui or the HRA. . (e) Malpractice Insurance. DRB's malpractice insurance coverage is on a"ciaims made" basis and is provided by The St. Paul Companies. The limits of coverage for all areas of practice, including the performance of bond counsel services, is $6,000,000 per incident and $6,000,000 in the aggregate with a $25Q,000 deducuble. � 3. DRB has adopted an Affirmative Action Plan. A copy of the statement is attached at Tab 6. DRB does not and will not discriminate against women or other protected groups. 4. Cost Praposal Summarv. (a) Method of determining Fees. _ Our fees as bond counsel aze usually fixed at commencement of the uansaction. They are determined primazily by the comple�ty and novelty of the financing structure, the amount il EXHIBIT E �' �� ' - 1 � . . -. l � , � - .. i 4 l- ` � � �t. of time estimated to be involved, and the experience and lrnowledge of the attorneys performing the reguired services. We have never based our fees on a percentage of the - ainount of the obligations sold. General obligatibn bonds generally have lower bond counsel fees (typically $5,000 to $10,000) and revenue bonds�would have higher bond counsel fees .. <typically $15,000 to $40,000 depending on tfie factors mentioned.above). _ (b) Not-to-Exceed Amounts. - We aze not proposing to use not to-exceed amdunts because we are proposing fixed fees and ,- reduced hourly ntes_ - " _ - - _.. ` - - (c) Other _Charges. � � - � - - . � - _ - _ - ._ - Additional charges at the acmal cost to DRB photocopies are billed�at $.07 per and facsimiles at $.22 per page) would be made for expenses such as photocopying, Wesdaw . and Lexisfees,transcripu,long distance telephone charges; overnight mail service,facsimile chazges, messenger service, and related expenses. � - : : _� � .-. - , - � �.- - . _ , - . .: °. _�_:-' ' -`� � ' - - -. - _„- (d) Other Methods of Charging Fees. ; : = r . _ � ; � For work not directly reIated to a boad issue,�we propose to.bilI-the HRA on an _�.: hourly basis as follows: � - - � . - - - � ' - 5enior Attorneys: $145 per hour � ` - � _ Junior Attomeys: . $115 per hour . � . Legal Assistants: $ 70 per hour The figure for senior attomeys represenu an approximate 25 % discount from our. senior attorneys' average ordinary private sector hourly rates. The rate quoted for jnnior attorneys and legal assistants also represents a substantial discount. In fmancings involving conduit bonds, we expect ihe HRA's legal fees will be paid by the borrower of the bond proceeds and would, therefore, charge our normal rates for afl bond and issuer's counsel services. - SRO 109072 . . 12 .- > BRIGGS AND MORGAN 3. NOI�3-DISCRIMINATIO2�i STATEMENT �-lt� Briggs and Morgan is an equal opportunity employer and does not discriminate against any person or entity because of race, color, creed, gender or belie£ Briggs and Morgan subscnbes to all federal, state and local Equal Opportunity and Affirmative Action laws, directives and regulations. VJe are ready, willing and abie to participate with the City and the HRA in meeting their commitmenis and goaLs with respect to ma�mum utilization of targeted group businesses (TGBs} and disadvantaged business enterprises (DBFs} whenever possible in the performance of the legal seivices to be performed for the City and HRA. Briggs and Morgan's Certificate of Compliance from the Minnesota Department of Human Rights is attached to the Proposal as Fxhibit H. 4. COST PROPOSAL SUMMARY We anticipate that our fee arrangements as bond counsel cvill be cost effective for the City and the HRA, as we believe they have been in the past. a. Method of Determining Fees The Request for Bond Counsel Services identifies alternative methods of compensation that may be speci5ed, including hourly charges, fued fees, or any combination thereof. We are very flexible and aze willing to discuss methods of compensation altemative to those proposed here. Briggs and Morgan's last legal services agreements with the City and HRA date to 1990. Though our costs have increased since then, we believe that our compensation under the agreements has been reasonable overail, and we do not propose fees that would represent an increase over our current agreements. We propose that the following methods be used, which are based on the type of services rendered: (1) Fees for Citv of Saint Paul - General Obli¢arion and Revenue Bonds (Governmental Bondsl and Related Services. For City-issued general obligation bonds or municipal utility revenue bonds, we propose to charge amounts reasonably related to our intemal 'Yecovery rates" for hourly legal services that do not exceed the following schedule and comply with the statute governing bond counsel fees: 3179b3.5 13 EXHIBIT I' �-ir� I5SLTE AMOUNT OR TYPE $500,000 or less $500,000 to $1,000,000 More than $1,000,000 Advance Refunding Bonds Uu7ity Revenue Bonds FEES $2,000 $2,000-$2,400 base plus $1/$1,000 over $500,000 $2,500 - $3,000 base plus 85�/$1,000 over $1,000,000 for the first $15,000,000 1.5 - 2.0 times the fees set forth above 'The fees set forth above plus $SO/haur The schedule assumes that the bond issue will be a f�ed rate issue. In the event the bonds are issued as a floating rate issue, with liquidity or credit enhancement provisions, we would separately negoriate a different arrangement. In the past, this has sometimes been a"not-to-exceed" f�ed fee. For rebate compliance services, we propose to chazge hourly at the rates of $160 for attomeys, $100 for fiscal analysts and $60 for legal assistants. For City sezvices not related to specifc bond issues, we propose to charge hourly at the rate of $15�.00 for attomeys, $100.00 for fiscal analysts, and $60.00 for legal assistants. See also (c) below. (2) Fees for HRA Revenue Bonds (InclndinQ Tax Increment Revenne Bondsl and Related Services. Since HRA revenue bond issues take many different forms, and may be relatively straightforward or very complicated, we propose that the fees for these issues be negotiated on an issue-by-issue basis. In the past, after becoming familiar with the structure of the issue, we have negotiated a fixed fee plus an hourly fee for related development agreement work. Our negotiated fee has almost always been less than our fee would have been if it had been computed at our intemal "recovery rates". We feel that continuing this past practice is in the best interest of the HRA since it allows the staff to implement a budget for each project and know the issuance expenses at a relatively early stage in the financing. (3) For rebate compliance services, we propose to chazge hourly at the same rates . noted above for the Ciry. See also (c) below. Fees for Condnit Revenne Bonds. Since neither the City nor the HRA is responsible for the bond counsel fees for conduit revenue bonds, and since the 311963.5 14 �—ic� nature and complexity of these issues varies greatly, we would propose that these fees be negotiated with the beneficiary of the band proceeds on a case- by-case basis, subject to approval of HRA staff. (4) Fees for Economic Develonment Work. We propose t� charge houriy for economic devetopment work. We include under this category work on development a�eements for projects that may not include the issuance of bonds, and reai estate transactions. We are currentIy woridng on these matters for $140 to $150 per hour. We propose to continue this fee agreement. The institutional hourly rates noted above aze significantIy lower than the recovery factors of all attorneys now in the Public Finance Section. , Compensation calculated by the hour has its benefits for all parties concezned, but is not in our view the best overall arrangement for bond counsel services because it may reward inefficiency and gives less certainty overall than the mixed-basis fees we propose here as a continuation of our past arrangement. Briggs and Morgan, the City and HRA have been committed to a long term relarionship which we believe has been mutually beneficial. No matter who the City and HRA choose as bond counsel, it would be in the best interest of the City and HRA not to lose the flexibility inherent in a close long-term relationship where all parties make reasonable and fair accommodations to the uncertainties inherent in life and not unknown in municipal finance. b. Dishursements Briggs and Morgan will charge for disbursements. Actuai out-of-pocket elcgenses will be billed at cost. Photocopies are billed at 10 cents per page and outgoing faxes are charged at 50 cents per page. There is no charge for incoming faxes. Delivery charges aze billed at cost. c. Amounts to be CharQed Not Directiv Related to a Particular Bond Issne We provide our regular municipal clients with ongoing legal advice after a particular bond issue or transaction has closed. In many instances, we do this without a separate billing. In addition to post closing matters, we spend a substantial amount of time each yeaz on matters that do not go forward or may take several years to evolve into a project. We also provide ongoing advice to our clients on public finance matters in general. We propose that we keep uack of our time on these types of matters on general files, and meet with a designated City or HRA staff member to review the time on these general files on a quarterly basis. Subject to our discussion in (d) below, we 371963.5 15 LEONARD,STREET & DEINARD �$- 11� (d) Conflicts of Interest. Before any file is opened, the lawyer zesponsible for intake circulates to the entire firm a Conflict of Interest form listing the firm's proposed client. which parties, if any, aze adverse to our proposed client, and which parties are related to our proposed client. The firm is sensitive to the fact that many of our ciients have related entities which must be taken into account, and those are listed as well. In addition, every Conflict of Interest form triggers a search through the firm's computerized data base to uncover any previous instances where the firm has either represented, or been adverse to, any person or entity listed on the Conflict form. Leonard, Street and Deinard has, in other words, a thorough conflict-checking system, and it is an issue taken seriousiy. As can be seen from Attachment VI, Leonard, Street and Deinard has an extensive list of Saint Paul-based for-profit, non-profit and govemmental clienu. It is always possible that the interests of one of those clients may conflici with those of the City or HRA. In some cases, the conflict will be technical and minor, in other cases more serious. VJhere a potentiai conflict appeazs, this firm's approach is, and will continue to be, that we will call the City Attorney's office to discuss the matter. Where, after discussion, the City or HRA decides that we should not represent the private sectar client, we wiil, in a normai case. withdraw from representation of that client. We wili not initiate litigation against the City or the HRA on behalf of a private sector client. Only in a case where the City or the HRA has initiated litigation, and we are then asked to represent the private client, will we consider askino the City Attorney's office for a waiver of the conflict of interest, and wouid not do so even in that case if the litigation involves a matter on which we had represented the Ciry or HRA in the past. The firm fully understands that representation of the City and HRA as bond counsel carries with it limitations on the scope of our representation of private clients in matters which involve the City or HRA; we accept those limitations. (e) Malpractice Insurance. The firm's malpractice insurance carrier is Attomeys Liability Assurance Society (ALAS), a monoline malpractice cazriet created specifically to provide malpractice insurance for firms such as Leonazd, Street and Deinazd. The policy limits are $20 million. The coverage for services rendered as bond counsel is not different from the coverage otherwise provided under the ALAS polic}�. 4. Nondiscrimination. Leonard, Street and Deinard has in place an Affirmative Action/Equal Employment Opportuniry pian approved by the Human Rights offices in Saint Paul and Minneapolis, and by the Minnesota Department of Human Riahts. The firm is in compliance with that plan. Leonard, Sueet and Deinard does not discriminate on the basis of gender, race, ethnic origin, religion, physical handicap or other "protected" classifications under Minnesota or federal human rights law. 5. Cost Proposal Summary. As a general matter, the firm follows the requirements of Minnesota law in estimating fees for bond issues, and therefore does not quote fees based av�as. � 16 EXHIBIT G a�- � �� purely on a percentage of the principai amount issued. Instead, the firm estimates fees based on the di�culty of the legal issues involved, the amount of time estimated to be consumed b}• the uansaction, the seniority and expertise of the lawyers who w�ill be responsible for the matter. and other relevant factors. �Vith that preface: (a) For bond issues, the firm customarily quotes a fixed fee in advance of closine, and charges no more than that fee unless the circumstances of the transaction change materially (in which case, we try to alert the parties to that fact, and modify the fee quote well before closing). While fixed fee estimates aze the norm, the firm has no objection to compensation based on a per hour rate, a retainer plus bonus. or a budgeted fee system, depending on circumstances and the preferences of the City and HRA. The firm has experience with ali of those altematives. Where the City or HRA is issuing bonds to provide financing for their own activities (for example, for publicly owned parking facilities), as opposed to "conduit" financings, and especially where the transaction will be complex, we recommend that the City and the HRA consider a"budget" approach. Under that method, the total work involved is broken down into specific categories or tasks, and a budgeted level of compensation is assigned to each, payable upon successful completion (or, in the case of a bond issue, at closing). Other clients of the firm have concluded that a budget approach provides increased levels of prediciability and conuol over the legal work. (b) Upon request, we wili quote a not-to-exceed amount of fees for any particulaz transaction. �ie aze not wiiling to set absolute maximutns, however, in advance of being given adequate information about the financing for which we aze beine asked to assume the risk involved in capping our fees. (c) In addition to its professional service fees, the firm invoices for incurred disbursements. Where the disbursement is for amounts paid to third parties (e.g., courier services or Uniform Commercial Code filings fees), we chazge the amount through at our actual incurred expense, without mark-up. For internal costs, such as facsimile uansmission, duplication or messen�er service, those are aiso chazged at actual cost, without mark-up, but based on what it costs the firm on an annua] basis to make the service availab]e. Reductions of customary charges are available for lazge document duplication jobs and courier service rates are based on volume discounts usually available to the firm. (d) For matters not d'uectly related to bond issues, such as continuing disciosure matters and miscellaneous services, we propose that this firm and the City and /or HRA. as appropriate, enter into one or more legal services agreements, in very much the form as the legal services agreements which aze currently in effect between the City or HRA and this firm. For those agreements, we propose a ainas.� 17 q�b ►l� blended, reduced, institutional rate of $150 per hour for lawyer time, and $100 per hour for pazalegal time, in both cases plus disbursements. We wish to stress that Che firm has committed iuelf, as part of iu "covenant" with clients, to provide services on a cost-effective basis. See the "Ciient Covenant", Part 3. This does not always mean being the lowest-cost provider of a legal service. It does mean providin�, leeal services at a cost that is a better value for the money than any alternative. Particularly in ihe azea of public finance, where ambiguity in the law, and difficult judgmenu on the facts of particular situations, aze a way of life, an issuer of bonds as lazge and sophisticated as the City and the HRA cannot afford anything less than the highest quatity of legal service. The consequences of an IRS investigation or an SEC enforcement acrion could be disastrous, especially to the Citp and HItA's mazketplace reputation. We think it a prudent use of the City and HRA's resources to obtain the quality of legal services needed to avoid the reality or even possibility of those things. We think Leonard, Sueet and Deinard is qualified to provide public finance legal services at the level of quality needed, and on a basis which is cost-effective. 412748.1 18 ��- l t`l PART C ANALYSIS OF LEGAL RELATED CIT'I' AND HRA EXPENDITURES �� K �� This part of the joint report by the City Attomey and Finance Director presents financial information.on the total expenditures on legal services, the type of service purchased, the agency, City or HRA, making the purchase, the department making the eapenditure and the law firms that earned the largest share of the City and HRA business from 1994 to 1997. Eazlier reviews of this data were incomplete because partial year data were used for 1997 and some coding inconsistencies did not identify all expenses until this fuller analysis was undertaken. This review concludes that all expenditures were consistent with City policies. However, the growth in the use of outside counsel must be reevaluated on a benefit/cost basis. Duriug the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. Also, more consistent accounting practices at the department level will improve the adminisuation's ability to monitor these expenditures in the future. Definitions Although all the expenditures were within budget and consistent with Council resoluuons regarding the use of outside counsel, this analysis found some inconsisiencies in how expenditures are recorded in the City's accounting system. Most payments to law firms were coded as legal services (code 0218), but some were coded using other codes: 0207 - Other Civil Court Costs 0219 - Fees - Other Professional Services 0299 - Other Misc Services 0447 - Claim Ezpenses (Workers Compensation) 0545 - City Contribution to Ouuide Agency (2 Payments to Doherty Rumble) 0601 - Cost of Bond Issuance 0789 - Misc (Included under Sueet, Sewer, Bridge Improvements) 0898 - Building Improvemenu The inconsistent approach to coding makes it difficult to generate reports useful to the administration and Council to monitor expenditures for legal services. Steps will be taken by the Accouniing Division to inform and uain department staff on appropriate codes to use. Not all payments to law firms are for legal services. Examples of these payments are lobbying, mediafion, research or similar services where the knowledge and skills of a legally trained professional might be advantageous but not required to provide the service. For this report we have included these expenditures as legal services because other analyses of these expenditures treated them as such. a�- � �7 2 There aze other expenditures for copies of documents or other materiais in the possession of a law fum, registrations at semivars, and other charges that require a payment by the City to the law firm but no professional service, legal or nonlegal, is given. R'e l�ave not included the latter type of expenditures in this analysis. Finally, settlements and judgements aze frequently paid to the plaintiff through the law firm representing the plaintiff. In those cases, although the expenditure is a legal one, it is not a payment to the taw firm for services delivered to the city. When it was cleaz that the payment was for this type of expenditure, it has not been counted here. The Finance Department is reasonably certain that the tables displaying the information for the four year period contain a full accounting of the expenditures defined above. Every effort was znade to ensure that the data were collected and organized appropriately, but it is possible that some expenditures were not described with su�cient clarity to assign them to the most appropriate category. This should not, however, materially alter the analysis. Also, all eapenditures are recorded in the year in which the check was issued. It is possible that some services provided in 1993 were paid in 1994 and are counted in 199A. Likewise, some services provided in 1997 may not have been completed or may not have been bilied and paid until 1998. � � � . �. . Although the same employees staff the City administration and the HRA, this report separates ihe legal expenditures between the City and the HRA. In the period under review the Ciry paid $2,057,428 to law firms for legal services including bond opinions, lirigation, or legal advice that might otherwise be given by a member of the City Attorney's staff. The HRA paid $649,061 to law firms for the similar services. Table t: Total �egat 6cpendRUres G1ty HRA Totai 1994 370,718 190,653 561,372 1995 504,743 169,575 674,318 1996 354,552 30,444 3&4,995 7997 827,415 258,389 1,085,804 7otaf 2,057,428 649,06� 2.706,488 �- � i� Bonding and Development Tlie major expenditure for legal relatecl services in the last four years has been for legal work related to capital projects. This would include our annual program of capital improvement approved through the CIB process and the development projects, which are generally approved by the HRA and the City Council. The lazgest projects aze reported separately for each of ffie four years. Other bonding and development projects are combined. The annual program of capital improvement is rather straight forward and the legal work associated with it is not very complex. The average legal cost associated with these bonds is about $17,000. More complex development and bonding projects like Midway Market Place and Block 39 require extensive attomey participation and result in much lugher total charges. A major bond issue, such as Midway Markeiplace in 1995, will result in spikes in the expenditures for a single year. However, this does not mean that higher hourly rates are paid. For exaznple, the hourly rate for the Tax Increment Revenue Refunding Bonds ( the "Advanced Refunding Bonds") in 1997 was $129.00 per hour. For Block 39 the hourly rate was $146.00. The bond market requires that the bond counsel opinion required for the issuance of bonds be done by an outside firm. <..,- :.�....:_-�_• --'.._...�� - �Y 103,092 347,236 97,929 127,767 676,�5 FF�A 88�804 140.479 10,227 75,000 314,510 Totaf 191,896 487,715 108,156 202,767 990,534 .,.- �- >•• - _• -�.- • - Ff�A 4,431 883 151 59,960 65,426 Tdai 28,183 34,373 49,151 288.561 400�269 �Y 23,752 33,490 49,000 228,601 334�843 Q� i ��1 � Table 4: Bonding and Development ExpenEiture by Project Athletic Club AnnuaIC1B Issue Block 39 - Law son Dow ntow n TIF Midw ay Market Place HRA Parking Bonds NHL Franchise Negotiations Rice & Arlington RiverCenter Arena Sales Taz - HRA 95-4112-tU Science Museum of Mn Schnitzer DeveUHubbard Water Utility Oiher To ta I ii ai n The other service for wluch outside legal services are employed most often is litigation. Some of the litigation is specialized and contracted out on a regular basis such as workers compensation matters. Other cases are unique and require special expertise. As will be noted below this work will expand and cornract as the City is engaged iu more complex litigation. These expenditures were higher in 1994 and 1997 than they were in 1995 and 1996. The following table shows the annual expenditures for the period under review. 1994 0 18.041 0 0 87,500 0 0 0 0 0 0 75,150 39,368 220,079 1996 0 22.941 0 0 0 0 0 34,995 0 28.000 49,000 0 15.171 7.2D0 757,307 1997 1 1.242 17.385 75,000 90,000 74,744 0 79,255 0 14,666 U 138,705 41 366 0 15,567 491 .329 To fa I 39,551 69,674 75,000 90,000 378,365 110,000 79,255 34,995 14,666 78.U0� 187,105 41 ,366 9D,321 102,505 1,390,803 Table 5: Ld'gation Related Ezpenditures '1994 1995 1996 1997 Totai 1995 28.309 17,308 0 0 276,127 110,000 0 D 0 SU,000 0 0 0 40,35D 522,088 City HR4 Total 147,519 43,962 191,460 40,254 7,158 47,412 35,548 0 35,548 103,347 107,043 210,389 326,667 158,163 484,829 Tabie 6: LRigation Expenditures by Matter 3rd and Marie 1171 Selby Ave Partnership 7th Place/Nimmer A Iter Trading Baloga v. Maccabee � Belville v. City Employment Related Wolfson V. St Paul Othef Tota1 1994 0 0 0 0 '109,728 38,537 0 90 43,125 191 ,480 1995 0 0 0 0 0 7,934 0 76,398 23,080 47,412 1996 16.671 �3,019 0 5,858 0 0 0 0 0 35,548 199� 13,452 41,365 65,949 61,383 0 0 22.9�8 0 5,262 2t0,389 Total 30,122 54.384 65.949 67,241 109.728 46,471 22,978 16,488 71 ,467 484,829 I � This expentliture w hich w as made in 1994 w as incurretl in 1993. f �-�� 5 .,. .,. This category covers special legal advice - including advice that might be sought at the request of the Council. For example, the Ciry Attomey sought counsel on the City's Vendor Outreach Program. It also includes the advice or assistance provided under special circumstances, for example, mediating the resolution of some labor issues related the joint powers agreement establishing the Saint Paul - Ran�sey County Health Department. Tabie 7: Fxpert Advice Related Expendkures L in 1994 1995 1996 1997 Total City HR4 Total 71,395 53,457 124,852 83,596 21,054 104,650 171,574 20,066 191,640 210,200 16,386 226,585 536,765 110,963 647,727 Although law firms are not the only businesses that provide assistance i;n this area, it is quite common for law firms to have a public affairs secuon that specializes in assisting organizations, including municipalities, to present their interests to the legislature or other regional bodies, such as the Metropolitan Council. Tabie 8: Lobbying Related 6cpend"Rures 1994 1995 1996 1997 Total Cdy HRA 24,960 168 501 157.501 183,129 0 0 0 0 0 Total za,sso 168 501 '157,501 183.129 �� - � �� 6 �_, �•�� i :. � �•,,,i��•� The use of legal counsei is generally limited to a small number of city deparpments as is confirmed by the following table which shows expenditures by department for this period. In a normal year, the City Attomey's Office, the Treasury Section of the Office of Financial Services, and PED(HRA account for most of the legal expenditures in the City. Table 9: Legal ExpendRures by Department Cfty Attorney RiverCentre Treasury PED Technology and Mgmt Serv Labor Relations Water Utildy Afl Other Departments Total 1994 203,081 9,297 28.714 236,542 0 0 75,150 8,588 561 ,372 1995 60,570 26,678 341,299 222,898 0 0 0 22,873 674,318 1996 153,087 7,337 97,929 104,915 21,727 0 0 � 384,995 1997 269,534 128,220 109,559 453,224 21 ,684 74,828 0 0 1,085,804 Total 686,271 171,533 577,501 1,017,578 1,638,490 74,828 75,150 31,462 2,706,488 Annual Payments to Law Firms Over the past four years, law firn�s have performed legal services on various matters for the City of Saint Paul. The following table shows the principal firms and the amount paid to those firms for the four years under review by this report. More detailed informauon is being distributed with the summary data contained in this report. Approximately 80 percent of the City/HRA legal work is bandled by four firms. However, over 30 firms have been employed for vazious legal services between 1994 and 1997. Bnggs & Morgan Doherty, Rumble Dorsey .lardine, Logart Kennedy and Greven Leonard, Street Maum 8 Simon Miller, Van Eaton Oppenheimer, Wolff O'Neill, Grills Ratw ik 8 Roszak Winthrop & Weinstine Other Tatal 1994 208.728 0 28.080 100,027 0 69,583 0 0 706,936 0 0 9.9 7 5 38,102 561,372 1995 300,612 D 10,620 49,314 750 65,206 22.915 0 180,953 8,672 0 4,233 37,042 674,31 S 7996 142,414 11.372 875 59,957 0 45,691 0 27.727 14,625 501 0 54,063 33,770 384,995 1997 418,006 10.128 2.227 107,315 0 190,949 18.727 21.684 40,000 162.324 80,440 11,530 23,072 i ,085,804 Total 1,069,�63 21,500 41.802 376,613 750 371,429 41.042 43,4 7 1 342,514 171,497 80,440 79,741 125,987 2,706,488 �-�� con�i��o� The growth in ezpenditures for legal services in 1997 was due to several factors. The refunding of the Downtown Tas Increment District Bonds, reducing the debt by about $24,000,000 and two major development projects: the Block 39 (L.awson Project) and the RiverCentre Arena (Arena Construction Project) resulted in higher development and bonding legal expenditures. In addition, the Arena project requires state funding and expenditures were made to a law firm for lobbying services for the City. Finally, the 1997 expenditures include one time expenses for mediation services related to the joint powers agreement with the County for the wmbination of the City-County Health Departments and for legal work associated with the cable franchise. Although some of the expansion was due to one time events, the overall growth in the use of outside counsel must be reevaluated on a benefit/cost basis. During the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. The coding practices differ to some extent from department to department. As a result, assumptions made by Accounting Section staff on what they would fmd by running particular reports were incozrect. This required extensive research to ensure that all legal costs had been identified. Accounting Section staff will distribute written instructions to department accountants and work with them to secure consistent coding practices and to ensure adequate descriptions are provided for the expenditure. �-� �� ADMINISTRATIVE PROCEDURES FOR EMPLOYMENT OF OUTSIDE LEGAL SERVICES Legal assistance and advise must be sought from the City Attorney prior to seeking outside legal counsei. All legal counsel to the City or the HRA must be coordinated by and be under the direction of the City Attomey's Office. A written contract with the firm providing the services must be approved by the City Attomey and the Director of the Office of Financial Services. Payment of invoices from legal counsel must be reviewed and approved by the City Attorney's Office prior to issuance of a City ar HRA check. All payments must be made using the codes, deseriptions and procedures designated by the Office of Financial Services, Accounting Section. Monthly accounting reports will be submitted by the Accounting Section to the City Attorney listing by department all legal expenditures made in the preceding month. H \USERS'�SUDGSTDECISCiTYAiTRRF6E5�199TLEC�COS�SS RYI' 0 w O � ti O W ti O N b d .• 0 � W H W O 'f O d N N < W O r. (p .- ` .. 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C� fA tR �� C ro� W� W� OJ �p P� P� M� W N� N W� fR !A W� W t� � IR A !A � tfl P .p � �O � �O � V � J p � O Vi � Vi W -� N �O ' �O W r �O W N � � W � W �O O -� � � - i O. O� O� O VI i W� W' 1� � F �O �`O W� tJ� O O V o� O� O� O P� J V� P� P �O �� V� P�+ O W P� P O� P F W� N r� N A v� O� O� O� O� O� O O� P� �� O I O �� P N r y W O N �� W� O W V�i � V�i OJ � W� O Vi � N� n n n n � c� n n� N n n n � J `f `G `G `G `C `f `C `C � � D D � D T ' n n M� N � r1 ly � O O O O O O O O� �C � O � m m m m m m� m � � �G K �C �G -c -c � a J T O N N 1 < D ry r N �o vso 1 -i 1� 1 e1 � T Ip O N T �. � O N � �O�D OViN P � O (t �o �� N N O -� 3 -� 3 -, � i .- O ` O � � � O i T Z ^ ^ N ^ � � � d W� �D .. .. i .. Ao �• a � N ^ � 3 � � � � � ni£ K � J ] - 1 � 0 � m m� m m � r�1 r A , �' p � 3 d 0 � a z " � 3 -� r -a O -i o -� c� � O o O T O �. � j i v � w ro m m w m; a .� W � -1 .. 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J � a T 3 m� O � O � l� � ➢ � � ti ao � m � c� � A � t N C W Cl b H � O r A � -1 A � O � ti n � N N .. a � � � 0 � n a N im ep yi � W� M� fA � � � 3 O�� O�`O ffl M .� � F� � P� C r W M�+ FR Ul !fl � W f� r� A� F�!A W C� C� C� 1� ��O 1� � C W� �� P.t� P P� P� P r P� n� -+ in W ni w�n w� W� w� W� W C P� P� P� P� P � m J ' V � V ' V � <` CO F 'O � -' � V O � O � O ' O � `O N � N � N � N � N � 1 'V'VP W� W� W' CO'NVIOWOWWO P� O�� P� P�A� N� V1i Ni N�VW� N� N� N VI N V V� J� V' N O O V O V V O -' -' -` -' � � � � p� V' V�JOO N� N� V1i V��OOO�ONV C� F� r' P�O1� -�, i i � �. � n � � rr � T � � � � � n � � ° ti ti � � 0 0 � •< � �o � � � r.e , m � � � � � � � 0 � m '< � m m � O N J .. v W b N W O N J O -1 N O N N n .• N J O d W J a � y ti N ti ti � � O � 3 O 1 -1 IC l N � T ID O N � �. � O N 6 � D NV�N �O �O �O G �O J �N N N N N V r -C D � < N N A � 3 N � � � 3 r H • O M rt W fl t0 D d .. ti N T i � J � A i < O r� N C � n D H rn c� 0 a � x ti (l � A ti D -� O O O �� , O � O N T' W -� N ^ W ^ .N .. � .. � .. N .. N .. N o O N r�Y t� �t N N ^ ^ N '� O U a - - � r� c � v � � ri m � 3 o � N V N o� J N . (n N (l • � C n B w � � i O N - I W n a � R� 3 N N D m yi' 'n; m� e+� w e» w� w� �� w� w� � 3 � � � » � » rr � w a� � � w � w � w � � w w OJ .n , � w w � ; p v i v 1� � 1� P� P V� ��n �` i y` V� � v+ � �n i W O�n 1� F i 3� � 1� � .A � A� P V O� � C O� O N� N V� � l/� ' V1 '�1 � W P �O � O� O� O r O� V W O� r Z N� N W� W W� W O� O W� W P� A� C� P L� M W P �O � P� �� O N �� -� C� F� o� O V� ' V� P� P N� N O� O� O� 1� N � N V1 V� i W� ' P V� . • W� W P� P W� W V� V -� � J C N O CO A� � OJ � W� �� O M N� P� P N' � O� O V� ' N pJ � W W� W' W' O O W O O P� l/� � CO � W� � OJ O V' � �. n, m m m m c d n n ' ,G � C o o T a' o < ,� ' y � � n � D O O N l7 M O O 10 O A J � � F 3 i � i o W N N � T � � � � � ti 0 N N 1 G O N N i0 v30 i y � i n i T N O N � �. � 9 N 6 �O � D WNN V � O ('1 �O G �O J �N � � � � � � (O N Ip N y N N V r �C 3 b O E < � N (p d N 1 J A 3 W � � � 3 0 y � d .. 0 � ti O m JC -i W � O N O O � .i w rr w � ry w � m . d .. � .. � � G . ry n .i � � � N < n � D fr m N a �' � T "1 J O � n d � � .. m � d N N N N N 3 m � O p ti ti w m •. y N a � m c� -� � o m v 'm .. a a < A N ti 3 . � m h ^ N 9 c 0 N � � � n m m 0 w � a ti O M w o � m � ` � a p � -1 �m � c� � ; � ry � K c m n a H O A K -� N -� N -� 3 � o n o a ° a� v m m � m z� .. � .. .. � � N N N 3 � 3 'f N � N O F � � < .�+ � m 0 � � � A J H () a y im yi fR � IP , M� M N� N� W� W W� fA !H � tll � 3 M� FR tli � M P' W Hf � W W M FR W N� N� N� W % r M� M OJ � Co � �O ��O 1� � � � O y1 �NV�PP�OV��n �O� N� N�J�n P� P�P 1�� 1�� `�C�C W� W W p� W� W-+ N w N W P P O� P� P� iv A W� W� W �� P� P W� W V� V� z O� O N i P V� W� W VI V V� W O O P� W� W� W l� M� W� CO v' v P� P F� A�-1 O� o O� V� �n W�� f� �O �O W P O V• � M W V� � V� � N � -� P� P 1� � A� o�O O�OO O��OWVIW4�V�`O� W� P� P�PO P� P'P W� W' V'V O�O W�W� O•o Oroo P •OOViOV�VOO r P� P' N' N'� r' �' V'V W'W O�O� n. �. j. n 9 S S� A T A A � a o a a � � � � � n a n a rr .i n .� 0 0 o O > > > > �o � m � � � � � v � ti 0 f1 W S � S N J ti O ri w b „ .. O � 0 w W a 3 m m v 0 0 N N � .. W S N � W 'I 0 0 � M ] .�' � O w 0 0 0 S N N � .. A 3 V N � ti �p o m w v .. a m O -� r� O > m d � .. y ti r ti o O w o d m � w .. .. � .. m 0 � ti A -� O O .� v m m ^ y .. a' a � O a io 030 � �i IO l N � m m o m T �. � a r.i a �O � b i� �n N y�o n -� o �� w �n m w� � � T � i N N � N W � V � r �C 3 � D O � C < (O � N N � ^ � � i ; N J 6 1 � � r� n io a N -1 n m � o O J A K � c w � n m n 0 A i K L � O W � v m .. � m < n � n n N �m y� ,� w � w� w � w � � w� w� � 3 j� N� N� N� N�� N O� O r O� FA � fA O� O W� W� W� W� fR W V � t � W r tll � C O� O O � P� P' P� A N O� O� N� N� y V� i N� N� N� N� N N� N� N� N� N O� O O� V� V� V� W r V� V� �1 � V� V J� V� V� V��I O� O OJ � P� P� P� N O W� W� O� O� O O O� O i O� o� O P' P' �` ' P� P O� o N� W' W' W� P V O� O� O� O� O o V ' �1' V � V ' V O � O � O � O � O O � o W � `� ' � ' `0 ' r � P � P � O � o � n 3 � x n �. � p� T A ,� O D � ,� � � � n a� N N � �y � o y � o � � a i ��o m 3 � � v � J � -1 N O N p. N � .. r a C+ O w N 7 � O N d .. 0 J O f1 N F ti ]C -i j � N O !D O O -� N W N W `G v � �p .. ry �. G �. N -� 1 N < < � � D � �. < N N �G �f N ' � p v W � v > > d � N N N � < �. n � C » b S W N •� n N N O O N O N N � .. � O W N N D � ' O N H N W O d � n N � � .. r � N � ti N O N N ^ .. o'. G N D M 1 � � < m D O � � U J ti r N H W �O 930 � -i 10 � N � m m � m � v iv a � A �nViN � O , (l �o �� pJ N A N N N Q D � C -� N d � A 3 W � � 3 � CI � D �m �o � A i K C W n b H m 0 A N m y, d.' � w w� w r� w w w� x�� w� w� w w� w r � rr ; v. � w w� w� w� «p �� o O i A O� ��O M i W i W J W i W i W� W i W N r N i N r N i M i C V N � N O � P P N � W ' CO � W � W v� � � � � � � � `O lli `O ' �O � `O � �O � Z O h� f W� V v� V `0 ' V N U� � v� � vi � �n � V� P f N� N� N� N� �-1 pJ p. � pJ P W�p W� N O O� O' O� O r O N� N� N� N� OJ A N� N � N� N� � J P �n W V � V �n � V � � � .• -' -` `^ ' `n ' v" `^ ' o �n o � o r o � o � �� V� W O O V� � V� P� N lA � �A ' N� �A � V� O� O� O� O r O O O� O� O� O� ^. n. A A � J D T ,� � � � n n p A •1 O O � � 'I 'f � i O > > o �p � m � � � � � N � O � ; O � ti � l N � T N O N T �. � V N d � A Pvim � O Cf �p �O C b � OJ N A N N N Q r � a c -� m T N l A 3 w a � 3 O -� � O � d � .. £ O F � N n V ti r R O O N O N O N O N O i ^ W � N ✓� ^ U� N �C � �G N N .. � .. •. � .. J .. 1 3 O (l !l n -1 m N O O O O O a) O � N l N l W 1 N J N S S O V� .. �. .. � • ^ N N m m m C J N ti O N n a y Ll O A � K N W A H m A K O N O n .r N N N < n �C � n a N m � � � � � � � � � � � � � � y� � N �� W W� bi ! fP M i tP P! P� W� y1 �� O N M� M 1A W� M � M � M fR M �v '� fA � W tl1 FA r j N i N � M fA � C W� N W�W �� P�NW O�AVI-. N�VIN CiA � � p.�P�O -� �z n P � N O P � P � N W W � O P � �O � �O � A P P � P �0 � �O in � �n � W � �O W O � � -� W O� V N C� A V� V O� P W W� N�O P V� V ��O P N� N Ol i OJ N� N� N� P V W� lN W� W V� W� W O� � P W i V� � W�`O � N O� O W� O N V1 � in O� O N� N� W i V P 1� � V� o�OO o�O 1��F� �O�FV� �V�PO V�V N�W�p O�O V�V �� N� ��0 �� n � � n n n � � � n � .i �G -� -C �G �G K �G �C K K �C n .�'�r n n n n n n n . n .� ,y rr n n 0 0 0 0 0 0 0 o O o 0 � .'> > > > .'� .'� > > > > � o m m rv m m m m m m m m � m � � � � � � � � � � � � H r ti m o 0 'w � 1 .. a w N n W H O O J Q d > .. � 1 O � O N i0 930 i H 10 l N � � m m � y � v iv a �O � D V � �D v � o � n -. o �� am m � , � w � � � w a� � � i N N � . Q r �c r a 0 = K � A N N 7 � A Ao � 3 N O � W '� � 1 m 3 J O � M i S � i � D r -1 �m �o , � �< � � O � F � N � 1 � N � � N � C n�w o � � a ti m m 0 A K = 1 -1 N N ti N �1 N ti A ti A ti r� O � O N O N O � O �G O O O g O C O = N J N �A 0 N ^ N N N ^ � N � 0 N < N .. � .. �G .. �C .. � .. n .. J .. O .. � .. -�j .. � � . N (� • C N N J J O N �' j � a � c W N N ] N A ry � n � � D � � N �p � m N � � Y1 ' � p 3 ��il �� l�n O� T� T� M� W� fR W� W FA H1 � FA fR �r tq M� FA M� M M� tll C O � O V P � P �� tP HV b1 �O � �O W � f � c �O � �O !A � M W � W � � IP yl i _. i W W A � A P �O � �O iv � �v P � P -� � � � � �O � �O � W V ' 2 O� O P� P� �O � tA h� F�� l� 3� � M P W� OJ W� W ln � V� O� O �O �`O VI r W N� ti O� O V1 � N� N� N' `O lA �I �O '�O �O � N J W' W O� O �O ��O N� N V r�I V� V N' W� O� O N� .p � �O � W� A V� P V' J CO � N V� V� � V� -+ � i� J V i VI O r O N r N M� N� � O� o W� OJ i OJ � P� N O a� V� V '� P O� O OJ � W � 3 J n ti � � n n � � n � n o �C �G � �C � �t �G �G �C � � , . n n n n . n n n n� N N ry r'1 /� N i"1 rt� b O O O O O O O O O O 3 -� � 'i -� � -� � -� -� � i o � o � ] o � o � o� o J `G `f �C `G `G `C `G `G `G `C � -1 3 -� O '1 d N -� .. W J N O J 0 r� O m v , •• d Q A 1 J S rt 0 m y O N 3 -i N O J N � .. 0 J 0 0 S m m n a o a a n m � 'w v .. � n N N A G c ti O N H 0 m r -1 0 N � m d .• � ti V O •I S W � .. � N ti 0 m i0 v30 ` � D W N c . � y 10 '1 � T ry O N T �. � V N O. �O � D W 11� N V i O n �� O J NN m r � .- N � d r ry a � N . Q �r � rt � = K � � 0 !D � N R '1 ♦} � A � 3 N � � 3 m� o � a�n �a � i ti in � m � c� � � i N � C � n D ti m c� O A r K y r r O N � i � N V+ O .. > O N < 2 O � N J V l (I O A N m m � W M bi M br � � � � � � � � i tR � W !R � IR � � �O � P � P � P � P N � N � V � V � 3 p � M��O W W� NI Ffl W� M� V' �� N N O� VI � lA i VI � tl� VI i VI � lJ� � V1 C i V� F W P.�P N V� ' � W �O O � O � O �O � �O � `O � `O � �O O � O � O � O � Z � V N W�O W P W O O N� N� N� N� V W O� O i O C� C� C� 1� � P O� O� O� O�-1 i vi O] N�O W M A VI V� V� V� V� V�`O V O O� O� O �O � `O � `O � `O '`O O� O� O� O� � A V� V� N�O W Vi N N� N� N� N � N Vf V� O � O � O O� O� O� O r 0 O� O� O' O� r.p pJ F VI N O�I O V� Vi � V1 ' VI � V� � O V� O O� O � O V� V� V� V' V O� O� O� O� ti (l !� G n < v n n � T � � o „ � � E � � o 0 � m > >'�- � ° m W '1 � N � O � N J M O N N 1 G O N � N Q � 'p O m l i .. 3 l E O � O m O w O O � N �' .. O w ti O » Q d �o ti n v O -+ O 2 H m a� c� � N O N ti O n H N �o rt .. J � O V 3 O ° � D N d C ° � ti � l H . � m m o w T �. � 9 N 6 � D �O lA �D � O ` fl . � �O C � �O J �N N N w Q r �G a E K N T N � A 3 N 2 1 � 3 �n �a � ti m �O K ti r�e w m n n ti m c� 0 a � ti O v Y (7 � O O < a d n �. � .. � i � m 0 � ti � O C N i .. � ti i O � N n a � �m y{ y1 !q � M � fP � Hi � 3 F� .� � A� � A P� V� � V� �� N�� N W� N � T i N N W� M' fA � M N� �� N� O O� O� O� O N i V' V' O� O P' O �O V� O O r� T� r' C � C O� O� O� O W� lJ� � V �' N�� `� � O C � V O O W� W' �' � P� P� P� P� y O� O� O� O N� O� O� W� W O` � O P V f�O OJ N� N� N� N W� CO ' OJ i OJ p� O� O� O W� O� O r V r V W� O N �/I W V W W� W� W� W A� P� 1 1� � O� O� O� O V� V1 � V1 i V1 ��A O� O VI P� P V N i N� N� N O� O' O� O� O� O� O� O V1 i O� O� O� O O� O O O O V� V� V� i N� �' N O� O� O� O� � a v s � m � o o � < o 0 0 �' y� N � p b J 2 � i � O 3 � � ] J � ti C -� Q � d S r�- � .. L N � m O N � „ .. J O m W 6 3 m v O d N � N O � � � � .. 3 N O O N N N m m v a � N N O F 3 O N O a � i m w .. o .. � x � S N N H O N ti O N ti N O S m � �O 930 � � a w m c � �1 1p l N � � m m o m � �. � v w a � a o�nm � o � n ^- -� o . �� O] N A A -1 � �- N O � e1 �� N F • � A r � O D y C � N N N N F '� � A � 3 N J a 3 O S N (l � a -+ m c� 0 A K C m � A ti m c� 0 A K O N N � r1 �. � v m a Y n n w m bl � fA � M� ffl � !A � !A � M� M� W M� fA � fA bi � 3 y{ ��A M M b1 tli tR W� W� 1� � 3� � 1� fR � M� M W M W� W� W F� O VIM A� F� A� l� t` NNN-+ O� O� N� N� N �� fAN�W tll� j� �� O� C PN V� V� V� V� O�O�NC�n 1` � P� P� P� P P� P� NWO�MM-�P O� Z WOJ O� � W� W� 0] � W�nPFO�O w� w� 3� � 1� C � oPV�OC�OV�P M� M� W o�-� V' V� V� V� O O V N lli N �O � d� �� N i Uf � V��O -+ N 0] .O P N� N� N O� PN VI � t/� � V� � Vi � OO P� P� N� N r N �A � V� � V N V� � V O� NN O� O� O� O� 000000 �' �� CC' W r� q� pJ � OV'OO�O�OtRO �O � �� d O� rf n n. �. � � � � � � a » r n A ti O O (� O O O l l i O `C � C N N � T ll `G `G � V N N O II O n ii m u W — n .. n .. n n i 0 � O � ti O r1 N r O V 3 O � y I� l /1 - � m m o m T �. � v w a �o � D -. vi m ��o o � c �y t ' � r � � �� m -� � N V � V �r � w�a � C K E � m (p I T N 1 7 � A N � 3 d N � � N � 3 n �p D W -I M I RI . � � O � O � � A � K C W n a m n 0 A K -1 W � O w 'a� w� 3 � d � l � N � fl a N m �vii o� w� w� w� w' c A 11 W� N� N� �A � V� � P� 2 W II W � `O � `O � `O � `O � A � ~ -�+ ii o� O� o� O� O� P� n� n� � � a� n � n� o � � � ��o �p � m � � v � ti ,. 1 Councff File # � `� — � l� ORI Presented Referred To i, MINNE�OTA WHEREAS, the Office of the City Attomey is to provide legal services for its Green Sheet # � 0 � S � the City Sf Saint 2 WHEREAS, the Finance Department is to provide oversight of City of Saint Paul contracts and expenditures; and 3 WHEREAS, expenses paid to private law firms by the City of Saint Paul have nearly doubled since 1994; NOW, THEREFORE, BE IT RESOLVED, that the City Council requests that the Office of the City Attorney and the Finance Depaztment prepare a report with regard to the policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. Requested by Department of: Adoprion Certified by Council Secretary By: c� , .-r Approved by Ma� . Dat � ( ( � By: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � Adopted by Council: Date � � _ � \ �� 2/1 Chxis Coleman 266-8620 NUYBERFOrt RWSiNG ORDER TOTAL � OF SIGNATURE PAGES GREEN SHEET t::_��: _ ii:i:�1�:.1 qg -i�`l No 60657 Nro�mm. ancou� ❑ cmwrrow�[r ❑ urcun[ ❑ RYNCNL4F.RV1CF90Y1. ❑ RI�IIGLiERY/ACCfC ❑ Wvae1��N+0 ❑ (CLIP ALL LOCAT10PiS FOR SIGNATURE) That the City Attorney's Office and the Finance Department prepare report regarding policies, expenditurs, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. a PLANNING COMMISSION CIB COMMITTEE CNIL SERVICE CAMMISSION tias this a�scNfirm euerworked unaer a contract r« mic departmem? VES NO Flasihie pHaoMum Cm heen a dly empbyee7 YES NO Dces ihis pe�soNfim� Gosseas a sidll not namallYD�essetl M�Y curtent citY emPbYce? YES NO 1¢tluaPNaoNfirtnafm6MetiveMa? . YES NO Expenses paid to private law firms by the City of Saint Pau1 have nearly doubled since 1994. That the City Council may review report regarding policies, expenditures, and budget relating to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. That the City Council will be unable to review report regarding policies, expenditures, and budeet relatine to the hirine of nrivate leeal and lobbvin¢ services on behalf of t CASTIREVENUEBUOGETED(CIRCLEON� SOURCE IS�iP1i�l214'�-7dc7 VES NO I�WM March 11, 1998 City Council Action Minutes Page 5 FOR DISCUSSION 30. Presentation by the Treasury Division on the fees and cosu for bond issuance. (Laid over from February 25) (See C.F. 98-117 adopted February 11, 1998) Laid over to April 8 Yeas - 7 Nays - 0 31 32. ��• V34, Report by the Office of the City Attomey and ihe Finance Department regarding policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. (Requested by Council on February 11; C.F. 98-117) It�g Birk, City Attorney, and Joe Reid, Budget Office, presented a report. Repor[ by the Fire Department on its work plan in response to Council Research Perfortnance Audit Recommendations (requested by the Council on December 3, 1997; C.F. 97-1437; laid over from February 25) and a report from the Mayor regarding the Fire Chief. Laid over to March 18 Yeas - 7 Nays - 0 Administrative Order: D0014�t7 Amending the 1997 budget of the Housing and Redevelopment Authority Debt Service Fund to reflect conection to object codes, increases in sales tax revenue and STAR funds, and decrease due to interim funding not needed for Lawson project. (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 (Per C.F. 97-1037 adopted August 27, 1997) (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 Report by Pam Wheelock, Department of Planning and Economic Development, on recommendations and criteria for appiying the Vendor Outreach program to the Department's economic development programs, and the results of the initial application. 35. Resolution - 98-120 - Finalizing City Councii action taken January 28, 1998 conceming adverse action against licenses held by Billy's on Grand, 857 Grand Avenue. (Laid over from March 4) Adopted Yeas - 7 Nays - 0 . ., -��31 q�-il� Interdepartmental Memorandum CITY OF SAINT PAUL DATE: March 5, 1998 TO: Mayoz Coleman Depury Mayor Fabel City Councilmembers FROM: Peg Birk � City Attomey 7oe Rei�,- Director, Finance Department RE: Outside Legal Counsel Expenditures In a resolution dated February 1 l, 1998, the Saint Paul Ciry Council requested that the Office of the City Attorney and the Finance Department prepare a report regazding the policies, expenditures and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. Attached for your review are the following: • Part A: The City Attomey's O�ce (CAO) Administrative Procedures on Hiring Private Outside Legal Counsel • Part B: The Policy and Management Rauonale for Major Outside I.egal Expenditures � Part C: Finance Director's Analysis of I.egal Related City and ARA Expenditures •: u. Attachment �� 8—c�7 TI� CIT'Y ATTORNEY'S OFFICE ADMINISTRATNE PROCEDURES ON HIRING PRIVATE OUTSIDE LEGAL COUNSEL FOR TE� CTfY OF SAINT PAUL The Saint Paul City Charter, Section 5.02, requires the City Attomey to represent the City in all legal business of the Ciry, unless there is "any case of special or unusual circumstances" or there is a canflict of interest. In those instances, ihe Council, at the request of the City Attorney, may by resolution, appoint and fix special cowLSel compensauon. Alffiough the majority of all legal work performed for the City of Saint Paul is done by staff members in the City Attomey's Office, (CAO) the o�ce dces enter into a limiteti number of special attomey comracts each year for provision of 3ega1 services to City governmem from attomeys outsitie the CAO. The CAO limits contracts with outside attorneys to the following cir�r*r+�+ances: 1. When CAO staff attomeys do not have sufficient special expertise required to handle a particular legal problem. 2. When representation of the City by the CAO would present an actual or perceived professional conflict of interest. When the CAO lacks sufficient resources to handle a particular legal dispute because of size or time demands of the dispute. When there is a need for independent counsel or a second opinion in matters of unusual sensitivity. When an opinion and other legal services of bond counsel is required for the issuance and sale of bonds and other debt instruments. Bond counsel is usually retained by the issuer, and assists the issuer in the drafting and preparation of necessary documents. Its prunary functian is the issuance of an opurion on the validity of the bonds and their talc status. Bond counsel legal services for public issuers are highly complex, and bond opinions are relied upon as weli by ratings agencies and bond purchasers. When selecting outside legal counsel, the CAO seeks attorneys with substantial expertise and experience in the subject area. In most instances, a Request For Proposals is issued. The City seeks to include as many law firms as reasonably possible in the contracting process, and insists on fees discounted from nom�al hourly billing rates. The office requires strict time reporting and expense reitnbursement is done in accordance with the Ciry policies. The CAO handles the majoriry of legal work for the Ciry. Such a policy is directed by Ciry Charter, is cost effective, allows the CAO to impose high standards of qualiry and permits the City to adopt consistent legal positions. Occasionally, for the reasons listed above, outside legal counsei is necessary. In those instances, the outside counsel is closely monitored and managed by an attorney within the CAO. q�-l�� ,� THE POLICY AND MANAGEMENT RATIONALE FOR MAJOR OL3TSIDE LEGAL EXPENDTTLIRES CTfY AND HRA PUBLIC FINANCE WORK Selection and Payment Two 1996 Resolutions govem the selection and payment of outside legal counsel for the City and HRA on public finance matters for advisory services, arbitrage and rebate services and bond issues. As background, on 7anuary 24, 1996, the City and HRA issued a Request For Proposal (RFP) which was submitted to eight law firms known to have expertise in the azea of public finance. All eight of those firms responded to the RFP by February 9, 1996. The responses were graded by representauves of the City Attorney's Office, the City and the HRA. A significant factor in deciding which firms would be on the "approved list" for the City and the Saint Paul HRA was the willingness of these fums to provide work to the City at special, discounted rates. As a result of the RFP process, a resolution was passed for City work, attached as E�ibit A. Three law firms can be hired for City public finance work. They are Briggs and Morgan; I.eonard, 5treet and Deinard; and Doherty, Rumble and Butler. The resolution authorizes an hourly rate of $150 for advisory services and $160 per hour for arbitrage and rebate services. Annual legal services agreements with these firms have been executed to provide general economic development expertise like federal tax analysis for housing, talc increment financing and on large prioriry projects, e.g., the Science Museum. Additionally, the resolution authorizes a fee arrangement for bond issue work to be detertnined in accordance with Minn. Stat. § 481.21 (1996), attached as E�ibit B, which requires fees to be based on the time involved and the nature of the responsibilities, the experience of the attorneys involved, the complexity of the representation and the assets available to pay fees. Basing fees primarily on the amount of the bond issue is prohibited. Fee arrangements are not done on an hourly rate basis. City and HRA staff generally work with the law firm involved in each particular financial transaction to establish a mutually acceptable fee based on the complelcity of the financing and the other factors set forth in the statute. The alternative methods described in the RFP's are similar, with only Briggs and Morgan providing a schedule of fees, attached as E�ibits A, E, F, and G. The HRA resolurion fot designation of bond counsel is attached as Exhibit C. The approved panel is Briggs and Morgan; Doheny, Rumble and Bufler; Leonard, Sueet and Deinard; and Kennedy and Graven. The above-referenced fee structure also applies to HRA bond work. Legal services agreements have been executed with Briggs and Leonard, Sueet for necessary advisory services. �g � � i� :,,, ,�. In addirion to drafting and advisory services, outside bond counsel provides legal opinions, which are required and relied on by purchasers of municipal bonds, on whether the bonds are legally issued, valid and binding (the tradirional "bond opinion") and whether the interest on the bonds is excludeable from gross income for purposes of federal and, if applicable, state income tases (the °tazc opinion"). The °bond counsel standatd" for an oginion is that a reasonable court could not disagree. Bond counsel's opinion is relied upon by purchasers and holders of bonds, and those parties require that bond counsel be°independenY' of the issuer. Bond counsel whose opinions some purchaser or another has relied on for publicly offered bonds in recent years aze listed in the "Red Book" (known by cover color) put out by The Bond Buyer, a daIly newspaper of the municipal bond business published in New York. � As a traditional aspect of the opinions of bond counsel, bond counsel prepaze many of the documents (resolutions, agreements, notices, certificates, etc.) which they rely on in rendering the opinions or which are associated with the bonds, and review many other documents, preferably in advance of the time they are acted on if they are critical to the opinions. For instance, if an election is necessary before bonds may be issued, typically bond counsel will prepare the related question, notice, resolutions and certificates which will be necessary to evidence successful passage of an election question which authorizes the bonds desired. Currendy, general oversight of the work of outside bond counsel and the billings are reviewed by Assistant City Attorney Terry Garvey for the City and Assistant City Attorney Pete McCa11 for the HRA. LITIGATION Most of the litigation on behalf of the City is done by the CAO. The Best Practice Litigation Management System (BPLMS) was developed and implemented in July of 1995 to manage the litigation within the CAO. Its purpose is to assist and identify the most significant cases and prioritize resources to ensure that all lifigation is handled effectively and efficiently. The system has enabled the CAO to quickly assign a value to the case and determine whether it is more cost efficient to retain outside counsel or keep the litigation in-house, and determine whether to push to avoid litigation eacpense before settling the case. Bach case is analyzed and the litigation plan developed to aclueve the optimal result. Perhaps the best e�mple is the favorable resoludon of the suits and claims arising out of Third and Maria gas explosion for the City's municipal tort limits of $600,000 despite varied and repeated challenges to our statutory caps, without which City eJtposure could have been as much as $10 million. The BPLMS also encourages participation by deparlmeni personnel in the litigation process and, where appropriate, provides departments with suggestions for reducing the likelihood of similar q�-�i� claims and suits. Finally, the annual litigaflon report provides the administration, Council, and departments with a summary of the previous year's litigation results, including settlement expenses, court costs, the value of City Attomey Office staff time and analysis. EXPERT ADVICE In certain cases, outside legal fees are accrued when the City requires expert advice on a particular issue when the expertise dces not e�st in the CAO. The CAO main ainc the direct representation of the City in such nvstances. Tlus is a cost- efficient way to deal with narrow complex issues in a complex matter. There is also a strategic advantage to keeping the information confidential, particulazly in litigation. In all of these matters, there is scrupulous oversight by in-house city attorney as to the quality of the work and the billing. An additional benefit is that we do develop in-house expertise from the outside attomey which eventually reduces cost for the City. CONCLUSION: The CAO recommends that consideration be given to adding 2 FTE attorneys to the CAO to reduce outside legal expenses for litigation and general advice foz Finance, Management and Technology, PED, and the HRA. Between 1994-1998 the number of attorneys in the CAO has only increased from 34 to 36. In 1997, PED outside legal fees for development, litigation, and general advice was $453,096. A significant portion of these fees were acczued because the CAO does not have the expertise or has insufficient resources to handle particular matters. Much of this work could be done by experienced specialized in-house attorneys at the cost of approxnnately $100,000 in salary and benefits per attorney. � 3"1 Presented � y� MINNESOTA Council File # 1�0` Green Sheef # q� Committee Date i WI�REAS, the City Council requested that a request for proposals (RFP) be issued to qualified law firms which 2 provide bond counsel and related public fmance services; and 3 WI�REAS, the intent of the Council in directing a request for proposals was to increase competition among firms 4 that provide these services and bring a savings to taxpayers; and 5 WHEREAS, under 3ecrion 5.02 of the City Chazter, the City Attomey has requested the appointrnent of special 6 counsel to provide bond counse] and related services to the City. 7 NOW, THEREFORE, BE IT RESOLVED BY THE SAINT PAUL CITY COUNCIL: 8 9 10 11 12 13 14 15 16 - 17 - Principal bond counsel for the City will be selected from the following fums: (1) Briggs and Morgan; (2) Doherry Rumble & Butler; At�c� -�-o� rcccS�c,r�R�v.S:,,^ Service� (3) Leonazd Street & Deinazd - �_� Appropriate City offi e authorized to execute agreements with firms on the above panel for specific bond issuances. Membership of the panel will be for three (3) yeazs, at which time the City will issue another RFP for services. Membership on the panel may be subject to canceilation by either the City Council or the law firm. The amount to be paid for such services shall be no greater than $150 per hour for advisory services and no greater than $160 per hour for azbitrage and rebate services. The fee for individual bond issues shall be detemuned in accordance with Minn. Stat. �+481.21 (1994). Requested by Departrnent of: � Form Approved by City Attomey � Adoption Certified by Council Secretary By: � c— "".3� k� �.,�� Approved b}� Mayor: Date ��t1 !'� L SU.�ST►Tt.t-T�- ��a jq� � A rr��Y.d e o� RESOLUTION Approved by Ivlayor for Submission to Council � s � �° �- (� �Y� :'. EXHIBIT A � Adopced by Council: Date � s�. e1 ��q� c 3� � � �g-�� 298 ,�e attomey to do or forbeaz sian: dnry impostd upon an attoc- ilcen by the supreme coun on asation. Accusations may be ed, prosecuced, heazd and de- The supreme coart may refer powen of a referee under the +ithin ten days of the appoint- .'Ihe referee shall repon the .ngs on ic Persons desi�nated paid their necessary expenses :nesse necessarily employed allowed by law. The supreme �xpenses, fees and compensa- i by one of the justices of the 1969 c 399 s 49; 1973 c 501 3 c 247 s 175; 1986 c 444 RTAIN PROSECUTIONS; relation to, or aid ox promote ycution of which shall be caz- : other public prosecutor with .s partner, or who, having per- on or proceeding in any coua , d'uectly or ind'uectly, advise ey or otherwise, or who shall of any defendant in am such essed or implied, ha�ing rela- rOR1�EYS. �re than 12,000, the offices of 1 not be deemed incompatible �ecution of violations of state al regulations, the offices of adble and may be held by tha �7 s 8 ze court goveming a ctient se- nd credited to a client securiry le to investrnent of the ciient account is appropriazed to tha 3 and claims approved by t� 29q A270RNEYSr►'f-U.W {8121 � q81.21 BOND COUNSEL FEES. An attomey—at law performing services u bond counsel for the state, a state agency, or 8 political subdivision of the state shall be paid a fair and ceasonahle attomey's fee, based on dte following factors: (1) the time and labor required: (2) the experience and knowledge of the attorney; (3) the compleuty and novetry of problems invoived; (4) the extent of the responsibiliaes assumed and the resulu obtained; and (5} the sufficiency of asseu groperly available to pay for ihe services. T6e fee must not be based primarily oa a percentage of the amount of the bonds or ob- . ligations sold. History: 1994 c 533 s 1 � 0 . � r . � 62268 Resolution 96-12/11-7 Designation of Bond Counsei Whereas, the Housing and Redevelopment Authority for the City of Saint Paul (HRA) requested that a request for proposals (RFP) be issued to qualified law firms which provide bond counsel and related public finance services; and Whereas, such an RFP was issued, eight responses were received, and the responses were reviewed by a staffteam appointed by the City Attorney;� NOW, TFiEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota: The following law firms are selected to constitute a panel to be eligible to provide bond counsel and related public finance legal services to the HRA: (1) Briggs and Morgan; (2) Doherty, Rumble & Butler; (3) Leonard, Street & Deinard; and (4) Kennedy & Graven Appropriate HRA officers are authorized to execute agreements with firms on the above panel for specific bond issuances and for necessary advisory services. Which firm to engage for specific bond issues or advisory services should be determined based upon each firm's experience and expertise related to the specific bond issue or services requested and the financiai arrangements which can be negotiated, provided that it is the expectation of the IiRA Commissioners that each of the firms which are members of the panel will be utilized over a three year period and further provided that each resolution designating bond counsel for a specific bond issue wil! state the rationale of the use of that firm. 3. Membership of the panel will be for three (3) years, at which time the HRA may issue another RFP for bond counsel and related public finance related services. Membership on the panel is subject to cancellation by either the HRA or the law firm. The amount to� be paid for services shali be no greater than $150 per hour for advisory services and no�}t�� greater than $160 per hour for arbitrage and rebate services. The fee for individual bond issues shall be determined in accordance with Minn. Stat. § 4B 121 (1994). 4. This resoSution supersedes HRA Resolution No. 96-10/2-1 adopted on October 2, 1996. The HRA executive director will submit to the Board a repoR in 6 months which provides a report on which bond counsel firms have been used by the HRA, the pro,jects on which they have been utilized, and the fees they have received. . � � �� KENNEDY & GRAVEI3 q�-i �� N Y Provide statement agreeing not to discriminate against women or other protected groups. Kennedy & Graven is an equal opportunity employer and has an established affirmative action plan and equal employment opportunity plan. The firm has been certified by both the State of Minnesota and the Minneapolis Department of Civil Righu as having an approved affumative action plan. The firm has adopted a specific AA/EEO Policy Statement and a Policy Statement Prohibiting Sexual Hazrassment in the Workplace. Copies of these policies are attached as Appendices D and E. Kennedy & Graven has a Board of D'uectors of 14 attomeys that would be the equivalent of partners in a partnership. Of the 14 directors, two directors currendy aze women. Within the past year, four women attomeys who were directors at our fum accepted different positions with other employers. Two became in-house general counsel of clients of the fum and two joined other law firms. Of our four associates, one (25%) is a minority. Of our three law clerks two (66%) are women. Of our four pazalegals, all four (100%) are women. Of our remaining 12 full time staff support personnel, l l(92°l0) aze women, including our law firm's Admisus�ator. Three (25�70) support staff are minoriries. (See Appendix E.) Cost Prouosal Summarv. 5pecifp the methods of compensation proposed, including the following: a) The method of determining fees (e.g. hourly charges, fixed fee). Alternate methods may be submitted. b) Any not-to-exceed amount, to be charged for provisional fees under each method or alternate method designated. c) Any other charges proposed to be made and expenses soug8t to be reimbursed, including the method ior determining the charges. d) In addition to the above, propose and submit a method(s) and amount to be charged for professional semces rendered for handling legal issues related to the City, the HRA, or both but not directly related to a particular bond issue. Names and hourly bil&ng fee of attorneys for Bond Counsel and Tax Increment Services: Bond Counsel Bruce M. Batterson (12 yeazs experience) $150 per hour Stephen J. Bubul (9 years experience) $130 per hour Robert C. Long (10 years experience) $140 per hour David J. Kennedy (21 years experience) $1b0 per hour Tax Increment & Other $125 per hour $115 per hour $120 per hour $130 per hour Kennedy & Graven would be willing to negotiate a cap on fees or a"not to exceed" fixed rate for any particulaz bond transaction. A typical fixed rate fee for a general obligadon public improvement bond would be between $1,500 and $2,000, depending on the compiexity of the issue. This fee quote is based upon the assumption that the bonds aze ' WZLLEC100005 FI�,-1� g EXHIBIT D �-i��1 either general obligation or special assessment bonds and that the transaction proceeds to closing in a timely fashion and without inordinate difficulties. Fees for more complicated issues, such as tax increment, revenue bonds, and bond refmancings would be subject to negotiation based upon the complezity of the issue. We would also bill the City for out- of-pocket expenses including those for travel, messenger services and photocopying. Number, names and billing fee of paralegaLs: Hourly Rate for All General Legal Services: Terry Berg, Pazalegal Cheryl Willey, Pazalegal Number of supporting personnel and billing fee: $70 per hour $70 per hour The firm dces not bill the City or HRA for the work of support staff, other than pazalegals, such as secretaries. Billing increment: The fum bills in .OS billing incremenu. The fum will provide billing statemenu in a format approved by the Ciry of Saint Paul or HRA Other cosu: The fum will bill its out-of-pocket cosu for such things as postage, long distance telephone calls and computer assisted reseazch. Copying costs and fax aze reimbursed at .20 per page. Billing for Miscellaneous Expenses: Minimum Biliing Increment Photocopying Chazges Travel Time, if applicable Mileage Chazges Fax Charges Wesdaw or Lexis Fees (See * below) Phone Charges Other Charges: Messenger/Express Mail .OS hoar at hourly rate $.20 per page $ None $.20 per mile $.20 per page $1.08 per minute $ None $ Actual Cost Chazged The fee quoted above reflecu only the basic minimum service available on Le�cis. Due to the varying chazge for types of searches, this fee has not been included in the above fee and will be charged at the actual cost on a per search basis plus applicable sales tax. Rate for City Council or HRA attendance: There would be no ex�a charge for attendance at City Council or HRA Boazd or staff meetings relating to bond issues. WZLLEC100005 FZRK-11 Monthly billing statement: �� A detailed statement of services rendered to the City of Saint Paul or HRA will be sent on a monthly basis describing the date of service, the work performed, the attomey or paralegal supplying the service, the time spent perfornring the service, the hourly fee and the incremental fee actually chazged to the City or HRA. If a fixed rate fee has been negotiated, the fum will bill the City or HItA the agreed upon amount once the bond transaction is complete. Kennedy & Graven will provide a monthly billing statement in any format the City or HRA chooses. VI. IJisclosures and Assurances. The applicant hereby assures and certifies: 1. That the individual signing the assurance form on behalf of the individuat, partnership, company or corporation named in the proposal possesses the legal authority to bind the firm by contract 2. The firm agrees to comply with all applicable federal, state and iocal compliance requirements. 3. T'hat the firm is adequately insured to do business and perform the services proposed. KENNEDY & GRAVEN, CHARTERED Address: � Saint Paul Office: � 700 Commerce Building B '� �— • ,�> 8 East Fourth S�eet Robert C. Long � Saint Paul, Minnesota 55101 Director Telephone: (612) 225-4938 Dated: February 12, 1996. Mins�eapolis Office: 470 Pillsbury Center 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 ' W2LLEC100005 , _ _ FIRlS-71 1Q 7 1 � � ]• y . ; , , DOHERTY, RUMBLE & BII'PLER (c) Continuing, Uninterrupted Service. �-L�� DRB recognizes that swift response to client needs is essendai in the piactice of law, and accordingly, it maintains appropriate staff levels to handle a11 client matters as expeditiously as possible. DRB has recenUy and formally committed to a Continuous Quality _ Improvement program so that clients receive the highest qualiry, in the broadest sense, of legal services. Timeliness is an essential component of guality. . Ms. Oman is a skilled - manager of legal services: She will serve as your fust contact person, and wili - assure . prompt response. DRB has experienced attomeys in the HRA's need areas and, thus, litcle or no "leaming time,". a source of delay, is expected. DRB is lazge and, therefore, has the .. . - capaci"ry to quickly respond to majar project requesu. We have an efficient voice mail system to enhance and speed communication between attorneys, and our ciients. - (d) Conflicu of Interest. - . _ _- - . _ . DRB has a three-step process of determining whether conflicts of interest exist. T'he process includes the use of E-Mail for all new clients and all matters with adverse parties, hard copy , printouts of all new files opened, and a search of finm records by_administration as a part �,_ of ihe file opening procedure. DRB takes a very conservative view in defining the existence ' of a conflict and whether that confiict is waivable. If a conflict is waivable, a writfen waiver ... is required by all clients. T'hece have been and are occasions that DRB has and will decline `_ representation even when no actual conflict exisu if we believe accepting such representation .:_ will harm an existing client relationship. Conflicts, potential conflicts, and appearances of �_. conflict are resoived on a case-by-case basis, We are not aware of any relationship that may raise questions about conflicts of interest or concerns about loyalry to the City of Saint Paui or the HRA. . (e) Malpractice Insurance. DRB's malpractice insurance coverage is on a"ciaims made" basis and is provided by The St. Paul Companies. The limits of coverage for all areas of practice, including the performance of bond counsel services, is $6,000,000 per incident and $6,000,000 in the aggregate with a $25Q,000 deducuble. � 3. DRB has adopted an Affirmative Action Plan. A copy of the statement is attached at Tab 6. DRB does not and will not discriminate against women or other protected groups. 4. Cost Praposal Summarv. (a) Method of determining Fees. _ Our fees as bond counsel aze usually fixed at commencement of the uansaction. They are determined primazily by the comple�ty and novelty of the financing structure, the amount il EXHIBIT E �' �� ' - 1 � . . -. l � , � - .. i 4 l- ` � � �t. of time estimated to be involved, and the experience and lrnowledge of the attorneys performing the reguired services. We have never based our fees on a percentage of the - ainount of the obligations sold. General obligatibn bonds generally have lower bond counsel fees (typically $5,000 to $10,000) and revenue bonds�would have higher bond counsel fees .. <typically $15,000 to $40,000 depending on tfie factors mentioned.above). _ (b) Not-to-Exceed Amounts. - We aze not proposing to use not to-exceed amdunts because we are proposing fixed fees and ,- reduced hourly ntes_ - " _ - - _.. ` - - (c) Other _Charges. � � - � - - . � - _ - _ - ._ - Additional charges at the acmal cost to DRB photocopies are billed�at $.07 per and facsimiles at $.22 per page) would be made for expenses such as photocopying, Wesdaw . and Lexisfees,transcripu,long distance telephone charges; overnight mail service,facsimile chazges, messenger service, and related expenses. � - : : _� � .-. - , - � �.- - . _ , - . .: °. _�_:-' ' -`� � ' - - -. - _„- (d) Other Methods of Charging Fees. ; : = r . _ � ; � For work not directly reIated to a boad issue,�we propose to.bilI-the HRA on an _�.: hourly basis as follows: � - - � . - - - � ' - 5enior Attorneys: $145 per hour � ` - � _ Junior Attomeys: . $115 per hour . � . Legal Assistants: $ 70 per hour The figure for senior attomeys represenu an approximate 25 % discount from our. senior attorneys' average ordinary private sector hourly rates. The rate quoted for jnnior attorneys and legal assistants also represents a substantial discount. In fmancings involving conduit bonds, we expect ihe HRA's legal fees will be paid by the borrower of the bond proceeds and would, therefore, charge our normal rates for afl bond and issuer's counsel services. - SRO 109072 . . 12 .- > BRIGGS AND MORGAN 3. NOI�3-DISCRIMINATIO2�i STATEMENT �-lt� Briggs and Morgan is an equal opportunity employer and does not discriminate against any person or entity because of race, color, creed, gender or belie£ Briggs and Morgan subscnbes to all federal, state and local Equal Opportunity and Affirmative Action laws, directives and regulations. VJe are ready, willing and abie to participate with the City and the HRA in meeting their commitmenis and goaLs with respect to ma�mum utilization of targeted group businesses (TGBs} and disadvantaged business enterprises (DBFs} whenever possible in the performance of the legal seivices to be performed for the City and HRA. Briggs and Morgan's Certificate of Compliance from the Minnesota Department of Human Rights is attached to the Proposal as Fxhibit H. 4. COST PROPOSAL SUMMARY We anticipate that our fee arrangements as bond counsel cvill be cost effective for the City and the HRA, as we believe they have been in the past. a. Method of Determining Fees The Request for Bond Counsel Services identifies alternative methods of compensation that may be speci5ed, including hourly charges, fued fees, or any combination thereof. We are very flexible and aze willing to discuss methods of compensation altemative to those proposed here. Briggs and Morgan's last legal services agreements with the City and HRA date to 1990. Though our costs have increased since then, we believe that our compensation under the agreements has been reasonable overail, and we do not propose fees that would represent an increase over our current agreements. We propose that the following methods be used, which are based on the type of services rendered: (1) Fees for Citv of Saint Paul - General Obli¢arion and Revenue Bonds (Governmental Bondsl and Related Services. For City-issued general obligation bonds or municipal utility revenue bonds, we propose to charge amounts reasonably related to our intemal 'Yecovery rates" for hourly legal services that do not exceed the following schedule and comply with the statute governing bond counsel fees: 3179b3.5 13 EXHIBIT I' �-ir� I5SLTE AMOUNT OR TYPE $500,000 or less $500,000 to $1,000,000 More than $1,000,000 Advance Refunding Bonds Uu7ity Revenue Bonds FEES $2,000 $2,000-$2,400 base plus $1/$1,000 over $500,000 $2,500 - $3,000 base plus 85�/$1,000 over $1,000,000 for the first $15,000,000 1.5 - 2.0 times the fees set forth above 'The fees set forth above plus $SO/haur The schedule assumes that the bond issue will be a f�ed rate issue. In the event the bonds are issued as a floating rate issue, with liquidity or credit enhancement provisions, we would separately negoriate a different arrangement. In the past, this has sometimes been a"not-to-exceed" f�ed fee. For rebate compliance services, we propose to chazge hourly at the rates of $160 for attomeys, $100 for fiscal analysts and $60 for legal assistants. For City sezvices not related to specifc bond issues, we propose to charge hourly at the rate of $15�.00 for attomeys, $100.00 for fiscal analysts, and $60.00 for legal assistants. See also (c) below. (2) Fees for HRA Revenue Bonds (InclndinQ Tax Increment Revenne Bondsl and Related Services. Since HRA revenue bond issues take many different forms, and may be relatively straightforward or very complicated, we propose that the fees for these issues be negotiated on an issue-by-issue basis. In the past, after becoming familiar with the structure of the issue, we have negotiated a fixed fee plus an hourly fee for related development agreement work. Our negotiated fee has almost always been less than our fee would have been if it had been computed at our intemal "recovery rates". We feel that continuing this past practice is in the best interest of the HRA since it allows the staff to implement a budget for each project and know the issuance expenses at a relatively early stage in the financing. (3) For rebate compliance services, we propose to chazge hourly at the same rates . noted above for the Ciry. See also (c) below. Fees for Condnit Revenne Bonds. Since neither the City nor the HRA is responsible for the bond counsel fees for conduit revenue bonds, and since the 311963.5 14 �—ic� nature and complexity of these issues varies greatly, we would propose that these fees be negotiated with the beneficiary of the band proceeds on a case- by-case basis, subject to approval of HRA staff. (4) Fees for Economic Develonment Work. We propose t� charge houriy for economic devetopment work. We include under this category work on development a�eements for projects that may not include the issuance of bonds, and reai estate transactions. We are currentIy woridng on these matters for $140 to $150 per hour. We propose to continue this fee agreement. The institutional hourly rates noted above aze significantIy lower than the recovery factors of all attorneys now in the Public Finance Section. , Compensation calculated by the hour has its benefits for all parties concezned, but is not in our view the best overall arrangement for bond counsel services because it may reward inefficiency and gives less certainty overall than the mixed-basis fees we propose here as a continuation of our past arrangement. Briggs and Morgan, the City and HRA have been committed to a long term relarionship which we believe has been mutually beneficial. No matter who the City and HRA choose as bond counsel, it would be in the best interest of the City and HRA not to lose the flexibility inherent in a close long-term relationship where all parties make reasonable and fair accommodations to the uncertainties inherent in life and not unknown in municipal finance. b. Dishursements Briggs and Morgan will charge for disbursements. Actuai out-of-pocket elcgenses will be billed at cost. Photocopies are billed at 10 cents per page and outgoing faxes are charged at 50 cents per page. There is no charge for incoming faxes. Delivery charges aze billed at cost. c. Amounts to be CharQed Not Directiv Related to a Particular Bond Issne We provide our regular municipal clients with ongoing legal advice after a particular bond issue or transaction has closed. In many instances, we do this without a separate billing. In addition to post closing matters, we spend a substantial amount of time each yeaz on matters that do not go forward or may take several years to evolve into a project. We also provide ongoing advice to our clients on public finance matters in general. We propose that we keep uack of our time on these types of matters on general files, and meet with a designated City or HRA staff member to review the time on these general files on a quarterly basis. Subject to our discussion in (d) below, we 371963.5 15 LEONARD,STREET & DEINARD �$- 11� (d) Conflicts of Interest. Before any file is opened, the lawyer zesponsible for intake circulates to the entire firm a Conflict of Interest form listing the firm's proposed client. which parties, if any, aze adverse to our proposed client, and which parties are related to our proposed client. The firm is sensitive to the fact that many of our ciients have related entities which must be taken into account, and those are listed as well. In addition, every Conflict of Interest form triggers a search through the firm's computerized data base to uncover any previous instances where the firm has either represented, or been adverse to, any person or entity listed on the Conflict form. Leonard, Street and Deinard has, in other words, a thorough conflict-checking system, and it is an issue taken seriousiy. As can be seen from Attachment VI, Leonard, Street and Deinard has an extensive list of Saint Paul-based for-profit, non-profit and govemmental clienu. It is always possible that the interests of one of those clients may conflici with those of the City or HRA. In some cases, the conflict will be technical and minor, in other cases more serious. VJhere a potentiai conflict appeazs, this firm's approach is, and will continue to be, that we will call the City Attorney's office to discuss the matter. Where, after discussion, the City or HRA decides that we should not represent the private sectar client, we wiil, in a normai case. withdraw from representation of that client. We wili not initiate litigation against the City or the HRA on behalf of a private sector client. Only in a case where the City or the HRA has initiated litigation, and we are then asked to represent the private client, will we consider askino the City Attorney's office for a waiver of the conflict of interest, and wouid not do so even in that case if the litigation involves a matter on which we had represented the Ciry or HRA in the past. The firm fully understands that representation of the City and HRA as bond counsel carries with it limitations on the scope of our representation of private clients in matters which involve the City or HRA; we accept those limitations. (e) Malpractice Insurance. The firm's malpractice insurance carrier is Attomeys Liability Assurance Society (ALAS), a monoline malpractice cazriet created specifically to provide malpractice insurance for firms such as Leonazd, Street and Deinazd. The policy limits are $20 million. The coverage for services rendered as bond counsel is not different from the coverage otherwise provided under the ALAS polic}�. 4. Nondiscrimination. Leonard, Street and Deinard has in place an Affirmative Action/Equal Employment Opportuniry pian approved by the Human Rights offices in Saint Paul and Minneapolis, and by the Minnesota Department of Human Riahts. The firm is in compliance with that plan. Leonard, Sueet and Deinard does not discriminate on the basis of gender, race, ethnic origin, religion, physical handicap or other "protected" classifications under Minnesota or federal human rights law. 5. Cost Proposal Summary. As a general matter, the firm follows the requirements of Minnesota law in estimating fees for bond issues, and therefore does not quote fees based av�as. � 16 EXHIBIT G a�- � �� purely on a percentage of the principai amount issued. Instead, the firm estimates fees based on the di�culty of the legal issues involved, the amount of time estimated to be consumed b}• the uansaction, the seniority and expertise of the lawyers who w�ill be responsible for the matter. and other relevant factors. �Vith that preface: (a) For bond issues, the firm customarily quotes a fixed fee in advance of closine, and charges no more than that fee unless the circumstances of the transaction change materially (in which case, we try to alert the parties to that fact, and modify the fee quote well before closing). While fixed fee estimates aze the norm, the firm has no objection to compensation based on a per hour rate, a retainer plus bonus. or a budgeted fee system, depending on circumstances and the preferences of the City and HRA. The firm has experience with ali of those altematives. Where the City or HRA is issuing bonds to provide financing for their own activities (for example, for publicly owned parking facilities), as opposed to "conduit" financings, and especially where the transaction will be complex, we recommend that the City and the HRA consider a"budget" approach. Under that method, the total work involved is broken down into specific categories or tasks, and a budgeted level of compensation is assigned to each, payable upon successful completion (or, in the case of a bond issue, at closing). Other clients of the firm have concluded that a budget approach provides increased levels of prediciability and conuol over the legal work. (b) Upon request, we wili quote a not-to-exceed amount of fees for any particulaz transaction. �ie aze not wiiling to set absolute maximutns, however, in advance of being given adequate information about the financing for which we aze beine asked to assume the risk involved in capping our fees. (c) In addition to its professional service fees, the firm invoices for incurred disbursements. Where the disbursement is for amounts paid to third parties (e.g., courier services or Uniform Commercial Code filings fees), we chazge the amount through at our actual incurred expense, without mark-up. For internal costs, such as facsimile uansmission, duplication or messen�er service, those are aiso chazged at actual cost, without mark-up, but based on what it costs the firm on an annua] basis to make the service availab]e. Reductions of customary charges are available for lazge document duplication jobs and courier service rates are based on volume discounts usually available to the firm. (d) For matters not d'uectly related to bond issues, such as continuing disciosure matters and miscellaneous services, we propose that this firm and the City and /or HRA. as appropriate, enter into one or more legal services agreements, in very much the form as the legal services agreements which aze currently in effect between the City or HRA and this firm. For those agreements, we propose a ainas.� 17 q�b ►l� blended, reduced, institutional rate of $150 per hour for lawyer time, and $100 per hour for pazalegal time, in both cases plus disbursements. We wish to stress that Che firm has committed iuelf, as part of iu "covenant" with clients, to provide services on a cost-effective basis. See the "Ciient Covenant", Part 3. This does not always mean being the lowest-cost provider of a legal service. It does mean providin�, leeal services at a cost that is a better value for the money than any alternative. Particularly in ihe azea of public finance, where ambiguity in the law, and difficult judgmenu on the facts of particular situations, aze a way of life, an issuer of bonds as lazge and sophisticated as the City and the HRA cannot afford anything less than the highest quatity of legal service. The consequences of an IRS investigation or an SEC enforcement acrion could be disastrous, especially to the Citp and HItA's mazketplace reputation. We think it a prudent use of the City and HRA's resources to obtain the quality of legal services needed to avoid the reality or even possibility of those things. We think Leonard, Sueet and Deinard is qualified to provide public finance legal services at the level of quality needed, and on a basis which is cost-effective. 412748.1 18 ��- l t`l PART C ANALYSIS OF LEGAL RELATED CIT'I' AND HRA EXPENDITURES �� K �� This part of the joint report by the City Attomey and Finance Director presents financial information.on the total expenditures on legal services, the type of service purchased, the agency, City or HRA, making the purchase, the department making the eapenditure and the law firms that earned the largest share of the City and HRA business from 1994 to 1997. Eazlier reviews of this data were incomplete because partial year data were used for 1997 and some coding inconsistencies did not identify all expenses until this fuller analysis was undertaken. This review concludes that all expenditures were consistent with City policies. However, the growth in the use of outside counsel must be reevaluated on a benefit/cost basis. Duriug the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. Also, more consistent accounting practices at the department level will improve the adminisuation's ability to monitor these expenditures in the future. Definitions Although all the expenditures were within budget and consistent with Council resoluuons regarding the use of outside counsel, this analysis found some inconsisiencies in how expenditures are recorded in the City's accounting system. Most payments to law firms were coded as legal services (code 0218), but some were coded using other codes: 0207 - Other Civil Court Costs 0219 - Fees - Other Professional Services 0299 - Other Misc Services 0447 - Claim Ezpenses (Workers Compensation) 0545 - City Contribution to Ouuide Agency (2 Payments to Doherty Rumble) 0601 - Cost of Bond Issuance 0789 - Misc (Included under Sueet, Sewer, Bridge Improvements) 0898 - Building Improvemenu The inconsistent approach to coding makes it difficult to generate reports useful to the administration and Council to monitor expenditures for legal services. Steps will be taken by the Accouniing Division to inform and uain department staff on appropriate codes to use. Not all payments to law firms are for legal services. Examples of these payments are lobbying, mediafion, research or similar services where the knowledge and skills of a legally trained professional might be advantageous but not required to provide the service. For this report we have included these expenditures as legal services because other analyses of these expenditures treated them as such. a�- � �7 2 There aze other expenditures for copies of documents or other materiais in the possession of a law fum, registrations at semivars, and other charges that require a payment by the City to the law firm but no professional service, legal or nonlegal, is given. R'e l�ave not included the latter type of expenditures in this analysis. Finally, settlements and judgements aze frequently paid to the plaintiff through the law firm representing the plaintiff. In those cases, although the expenditure is a legal one, it is not a payment to the taw firm for services delivered to the city. When it was cleaz that the payment was for this type of expenditure, it has not been counted here. The Finance Department is reasonably certain that the tables displaying the information for the four year period contain a full accounting of the expenditures defined above. Every effort was znade to ensure that the data were collected and organized appropriately, but it is possible that some expenditures were not described with su�cient clarity to assign them to the most appropriate category. This should not, however, materially alter the analysis. Also, all eapenditures are recorded in the year in which the check was issued. It is possible that some services provided in 1993 were paid in 1994 and are counted in 199A. Likewise, some services provided in 1997 may not have been completed or may not have been bilied and paid until 1998. � � � . �. . Although the same employees staff the City administration and the HRA, this report separates ihe legal expenditures between the City and the HRA. In the period under review the Ciry paid $2,057,428 to law firms for legal services including bond opinions, lirigation, or legal advice that might otherwise be given by a member of the City Attorney's staff. The HRA paid $649,061 to law firms for the similar services. Table t: Total �egat 6cpendRUres G1ty HRA Totai 1994 370,718 190,653 561,372 1995 504,743 169,575 674,318 1996 354,552 30,444 3&4,995 7997 827,415 258,389 1,085,804 7otaf 2,057,428 649,06� 2.706,488 �- � i� Bonding and Development Tlie major expenditure for legal relatecl services in the last four years has been for legal work related to capital projects. This would include our annual program of capital improvement approved through the CIB process and the development projects, which are generally approved by the HRA and the City Council. The lazgest projects aze reported separately for each of ffie four years. Other bonding and development projects are combined. The annual program of capital improvement is rather straight forward and the legal work associated with it is not very complex. The average legal cost associated with these bonds is about $17,000. More complex development and bonding projects like Midway Market Place and Block 39 require extensive attomey participation and result in much lugher total charges. A major bond issue, such as Midway Markeiplace in 1995, will result in spikes in the expenditures for a single year. However, this does not mean that higher hourly rates are paid. For exaznple, the hourly rate for the Tax Increment Revenue Refunding Bonds ( the "Advanced Refunding Bonds") in 1997 was $129.00 per hour. For Block 39 the hourly rate was $146.00. The bond market requires that the bond counsel opinion required for the issuance of bonds be done by an outside firm. <..,- :.�....:_-�_• --'.._...�� - �Y 103,092 347,236 97,929 127,767 676,�5 FF�A 88�804 140.479 10,227 75,000 314,510 Totaf 191,896 487,715 108,156 202,767 990,534 .,.- �- >•• - _• -�.- • - Ff�A 4,431 883 151 59,960 65,426 Tdai 28,183 34,373 49,151 288.561 400�269 �Y 23,752 33,490 49,000 228,601 334�843 Q� i ��1 � Table 4: Bonding and Development ExpenEiture by Project Athletic Club AnnuaIC1B Issue Block 39 - Law son Dow ntow n TIF Midw ay Market Place HRA Parking Bonds NHL Franchise Negotiations Rice & Arlington RiverCenter Arena Sales Taz - HRA 95-4112-tU Science Museum of Mn Schnitzer DeveUHubbard Water Utility Oiher To ta I ii ai n The other service for wluch outside legal services are employed most often is litigation. Some of the litigation is specialized and contracted out on a regular basis such as workers compensation matters. Other cases are unique and require special expertise. As will be noted below this work will expand and cornract as the City is engaged iu more complex litigation. These expenditures were higher in 1994 and 1997 than they were in 1995 and 1996. The following table shows the annual expenditures for the period under review. 1994 0 18.041 0 0 87,500 0 0 0 0 0 0 75,150 39,368 220,079 1996 0 22.941 0 0 0 0 0 34,995 0 28.000 49,000 0 15.171 7.2D0 757,307 1997 1 1.242 17.385 75,000 90,000 74,744 0 79,255 0 14,666 U 138,705 41 366 0 15,567 491 .329 To fa I 39,551 69,674 75,000 90,000 378,365 110,000 79,255 34,995 14,666 78.U0� 187,105 41 ,366 9D,321 102,505 1,390,803 Table 5: Ld'gation Related Ezpenditures '1994 1995 1996 1997 Totai 1995 28.309 17,308 0 0 276,127 110,000 0 D 0 SU,000 0 0 0 40,35D 522,088 City HR4 Total 147,519 43,962 191,460 40,254 7,158 47,412 35,548 0 35,548 103,347 107,043 210,389 326,667 158,163 484,829 Tabie 6: LRigation Expenditures by Matter 3rd and Marie 1171 Selby Ave Partnership 7th Place/Nimmer A Iter Trading Baloga v. Maccabee � Belville v. City Employment Related Wolfson V. St Paul Othef Tota1 1994 0 0 0 0 '109,728 38,537 0 90 43,125 191 ,480 1995 0 0 0 0 0 7,934 0 76,398 23,080 47,412 1996 16.671 �3,019 0 5,858 0 0 0 0 0 35,548 199� 13,452 41,365 65,949 61,383 0 0 22.9�8 0 5,262 2t0,389 Total 30,122 54.384 65.949 67,241 109.728 46,471 22,978 16,488 71 ,467 484,829 I � This expentliture w hich w as made in 1994 w as incurretl in 1993. f �-�� 5 .,. .,. This category covers special legal advice - including advice that might be sought at the request of the Council. For example, the Ciry Attomey sought counsel on the City's Vendor Outreach Program. It also includes the advice or assistance provided under special circumstances, for example, mediating the resolution of some labor issues related the joint powers agreement establishing the Saint Paul - Ran�sey County Health Department. Tabie 7: Fxpert Advice Related Expendkures L in 1994 1995 1996 1997 Total City HR4 Total 71,395 53,457 124,852 83,596 21,054 104,650 171,574 20,066 191,640 210,200 16,386 226,585 536,765 110,963 647,727 Although law firms are not the only businesses that provide assistance i;n this area, it is quite common for law firms to have a public affairs secuon that specializes in assisting organizations, including municipalities, to present their interests to the legislature or other regional bodies, such as the Metropolitan Council. Tabie 8: Lobbying Related 6cpend"Rures 1994 1995 1996 1997 Total Cdy HRA 24,960 168 501 157.501 183,129 0 0 0 0 0 Total za,sso 168 501 '157,501 183.129 �� - � �� 6 �_, �•�� i :. � �•,,,i��•� The use of legal counsei is generally limited to a small number of city deparpments as is confirmed by the following table which shows expenditures by department for this period. In a normal year, the City Attomey's Office, the Treasury Section of the Office of Financial Services, and PED(HRA account for most of the legal expenditures in the City. Table 9: Legal ExpendRures by Department Cfty Attorney RiverCentre Treasury PED Technology and Mgmt Serv Labor Relations Water Utildy Afl Other Departments Total 1994 203,081 9,297 28.714 236,542 0 0 75,150 8,588 561 ,372 1995 60,570 26,678 341,299 222,898 0 0 0 22,873 674,318 1996 153,087 7,337 97,929 104,915 21,727 0 0 � 384,995 1997 269,534 128,220 109,559 453,224 21 ,684 74,828 0 0 1,085,804 Total 686,271 171,533 577,501 1,017,578 1,638,490 74,828 75,150 31,462 2,706,488 Annual Payments to Law Firms Over the past four years, law firn�s have performed legal services on various matters for the City of Saint Paul. The following table shows the principal firms and the amount paid to those firms for the four years under review by this report. More detailed informauon is being distributed with the summary data contained in this report. Approximately 80 percent of the City/HRA legal work is bandled by four firms. However, over 30 firms have been employed for vazious legal services between 1994 and 1997. Bnggs & Morgan Doherty, Rumble Dorsey .lardine, Logart Kennedy and Greven Leonard, Street Maum 8 Simon Miller, Van Eaton Oppenheimer, Wolff O'Neill, Grills Ratw ik 8 Roszak Winthrop & Weinstine Other Tatal 1994 208.728 0 28.080 100,027 0 69,583 0 0 706,936 0 0 9.9 7 5 38,102 561,372 1995 300,612 D 10,620 49,314 750 65,206 22.915 0 180,953 8,672 0 4,233 37,042 674,31 S 7996 142,414 11.372 875 59,957 0 45,691 0 27.727 14,625 501 0 54,063 33,770 384,995 1997 418,006 10.128 2.227 107,315 0 190,949 18.727 21.684 40,000 162.324 80,440 11,530 23,072 i ,085,804 Total 1,069,�63 21,500 41.802 376,613 750 371,429 41.042 43,4 7 1 342,514 171,497 80,440 79,741 125,987 2,706,488 �-�� con�i��o� The growth in ezpenditures for legal services in 1997 was due to several factors. The refunding of the Downtown Tas Increment District Bonds, reducing the debt by about $24,000,000 and two major development projects: the Block 39 (L.awson Project) and the RiverCentre Arena (Arena Construction Project) resulted in higher development and bonding legal expenditures. In addition, the Arena project requires state funding and expenditures were made to a law firm for lobbying services for the City. Finally, the 1997 expenditures include one time expenses for mediation services related to the joint powers agreement with the County for the wmbination of the City-County Health Departments and for legal work associated with the cable franchise. Although some of the expansion was due to one time events, the overall growth in the use of outside counsel must be reevaluated on a benefit/cost basis. During the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. The coding practices differ to some extent from department to department. As a result, assumptions made by Accounting Section staff on what they would fmd by running particular reports were incozrect. This required extensive research to ensure that all legal costs had been identified. Accounting Section staff will distribute written instructions to department accountants and work with them to secure consistent coding practices and to ensure adequate descriptions are provided for the expenditure. �-� �� ADMINISTRATIVE PROCEDURES FOR EMPLOYMENT OF OUTSIDE LEGAL SERVICES Legal assistance and advise must be sought from the City Attorney prior to seeking outside legal counsei. All legal counsel to the City or the HRA must be coordinated by and be under the direction of the City Attomey's Office. A written contract with the firm providing the services must be approved by the City Attomey and the Director of the Office of Financial Services. Payment of invoices from legal counsel must be reviewed and approved by the City Attorney's Office prior to issuance of a City ar HRA check. All payments must be made using the codes, deseriptions and procedures designated by the Office of Financial Services, Accounting Section. Monthly accounting reports will be submitted by the Accounting Section to the City Attorney listing by department all legal expenditures made in the preceding month. H \USERS'�SUDGSTDECISCiTYAiTRRF6E5�199TLEC�COS�SS RYI' 0 w O � ti O W ti O N b d .• 0 � W H W O 'f O d N N < W O r. (p .- ` .. 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V P N� A� A� � 2 v� i O-� W V' W W O O�O N� N � � O��O O � V� W VI � O� O��-1 N� O P V� O� P�-• P� �� r V� V +� �`� P V� V P� P �O � `O ' `O ' W W N O� O� O� }� � VI p� � O� W O O�+ P V' V N' N N� OJ P `O '`O V' V O� O� O� O F lI� `O ' O� O� N�P�OV M'WOV�OO V��V� P�P P'N1� l��1� V�'N T' P� 1� �N�OW O� O� O� �. � � � �. �. �. � , r � � � � �G �C �t �G n a » „ � r r r � � rY r4 N �'1 rY O O O O O O O O > > j > > > > � � ° m � � � � � � � � i y ti N O 0 � m ; .. a ^ N n � m O w ti O N O � m -1 A O µ N C ^ a � O N N N y N x O n m ti O N y = 1 -1 1 O � O N O y � W � N . 1 � � .. 3 � O � O � » � O N f� ^ N N J N 1 N •• n •• O •• �n �A J J � N � ti � 3 � � N n J O O S a � m w w C � N £ N � J N r O S 3 O � -�1 1� l r � RI N O N T �. a a � � a �o �n m P � O CY - O �O J W N � N ^ d� m m p � N m Q r � r a O � C K m � m w � w � � z W � 3 N O � w � N 3 J � O � n � �� i � n � ti �m �o 1 A � < S � O � 1 � N � i y i N � C n�m o � ��n y m � 0 A � < 'O -I 3 � O O f1 � O � 0 � � .. < � m � n a m N�� N�� N� N 1�n � A� C�� fR � W !A �� tli M tli � M fA � Hf tR ! 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J � a T 3 m� O � O � l� � ➢ � � ti ao � m � c� � A � t N C W Cl b H � O r A � -1 A � O � ti n � N N .. a � � � 0 � n a N im ep yi � W� M� fA � � � 3 O�� O�`O ffl M .� � F� � P� C r W M�+ FR Ul !fl � W f� r� A� F�!A W C� C� C� 1� ��O 1� � C W� �� P.t� P P� P� P r P� n� -+ in W ni w�n w� W� w� W� W C P� P� P� P� P � m J ' V � V ' V � <` CO F 'O � -' � V O � O � O ' O � `O N � N � N � N � N � 1 'V'VP W� W� W' CO'NVIOWOWWO P� O�� P� P�A� N� V1i Ni N�VW� N� N� N VI N V V� J� V' N O O V O V V O -' -' -` -' � � � � p� V' V�JOO N� N� V1i V��OOO�ONV C� F� r' P�O1� -�, i i � �. � n � � rr � T � � � � � n � � ° ti ti � � 0 0 � •< � �o � � � r.e , m � � � � � � � 0 � m '< � m m � O N J .. v W b N W O N J O -1 N O N N n .• N J O d W J a � y ti N ti ti � � O � 3 O 1 -1 IC l N � T ID O N � �. � O N 6 � D NV�N �O �O �O G �O J �N N N N N V r -C D � < N N A � 3 N � � � 3 r H • O M rt W fl t0 D d .. ti N T i � J � A i < O r� N C � n D H rn c� 0 a � x ti (l � A ti D -� O O O �� , O � O N T' W -� N ^ W ^ .N .. � .. � .. N .. N .. N o O N r�Y t� �t N N ^ ^ N '� O U a - - � r� c � v � � ri m � 3 o � N V N o� J N . (n N (l • � C n B w � � i O N - I W n a � R� 3 N N D m yi' 'n; m� e+� w e» w� w� �� w� w� � 3 � � � » � » rr � w a� � � w � w � w � � w w OJ .n , � w w � ; p v i v 1� � 1� P� P V� ��n �` i y` V� � v+ � �n i W O�n 1� F i 3� � 1� � .A � A� P V O� � C O� O N� N V� � l/� ' V1 '�1 � W P �O � O� O� O r O� V W O� r Z N� N W� W W� W O� O W� W P� A� C� P L� M W P �O � P� �� O N �� -� C� F� o� O V� ' V� P� P N� N O� O� O� 1� N � N V1 V� i W� ' P V� . • W� W P� P W� W V� V -� � J C N O CO A� � OJ � W� �� O M N� P� P N' � O� O V� ' N pJ � W W� W' W' O O W O O P� l/� � CO � W� � OJ O V' � �. n, m m m m c d n n ' ,G � C o o T a' o < ,� ' y � � n � D O O N l7 M O O 10 O A J � � F 3 i � i o W N N � T � � � � � ti 0 N N 1 G O N N i0 v30 i y � i n i T N O N � �. � 9 N 6 �O � D WNN V � O ('1 �O G �O J �N � � � � � � (O N Ip N y N N V r �C 3 b O E < � N (p d N 1 J A 3 W � � � 3 0 y � d .. 0 � ti O m JC -i W � O N O O � .i w rr w � ry w � m . d .. � .. � � G . ry n .i � � � N < n � D fr m N a �' � T "1 J O � n d � � .. m � d N N N N N 3 m � O p ti ti w m •. y N a � m c� -� � o m v 'm .. a a < A N ti 3 . � m h ^ N 9 c 0 N � � � n m m 0 w � a ti O M w o � m � ` � a p � -1 �m � c� � ; � ry � K c m n a H O A K -� N -� N -� 3 � o n o a ° a� v m m � m z� .. � .. .. � � N N N 3 � 3 'f N � N O F � � < .�+ � m 0 � � � A J H () a y im yi fR � IP , M� M N� N� W� W W� fA !H � tll � 3 M� FR tli � M P' W Hf � W W M FR W N� N� N� W % r M� M OJ � Co � �O ��O 1� � � � O y1 �NV�PP�OV��n �O� N� N�J�n P� P�P 1�� 1�� `�C�C W� W W p� W� W-+ N w N W P P O� P� P� iv A W� W� W �� P� P W� W V� V� z O� O N i P V� W� W VI V V� W O O P� W� W� W l� M� W� CO v' v P� P F� A�-1 O� o O� V� �n W�� f� �O �O W P O V• � M W V� � V� � N � -� P� P 1� � A� o�O O�OO O��OWVIW4�V�`O� W� P� P�PO P� P'P W� W' V'V O�O W�W� O•o Oroo P •OOViOV�VOO r P� P' N' N'� r' �' V'V W'W O�O� n. �. j. n 9 S S� A T A A � a o a a � � � � � n a n a rr .i n .� 0 0 o O > > > > �o � m � � � � � v � ti 0 f1 W S � S N J ti O ri w b „ .. O � 0 w W a 3 m m v 0 0 N N � .. W S N � W 'I 0 0 � M ] .�' � O w 0 0 0 S N N � .. A 3 V N � ti �p o m w v .. a m O -� r� O > m d � .. y ti r ti o O w o d m � w .. .. � .. m 0 � ti A -� O O .� v m m ^ y .. a' a � O a io 030 � �i IO l N � m m o m T �. � a r.i a �O � b i� �n N y�o n -� o �� w �n m w� � � T � i N N � N W � V � r �C 3 � D O � C < (O � N N � ^ � � i ; N J 6 1 � � r� n io a N -1 n m � o O J A K � c w � n m n 0 A i K L � O W � v m .. � m < n � n n N �m y� ,� w � w� w � w � � w� w� � 3 j� N� N� N� N�� N O� O r O� FA � fA O� O W� W� W� W� fR W V � t � W r tll � C O� O O � P� P' P� A N O� O� N� N� y V� i N� N� N� N� N N� N� N� N� N O� O O� V� V� V� W r V� V� �1 � V� V J� V� V� V��I O� O OJ � P� P� P� N O W� W� O� O� O O O� O i O� o� O P' P' �` ' P� P O� o N� W' W' W� P V O� O� O� O� O o V ' �1' V � V ' V O � O � O � O � O O � o W � `� ' � ' `0 ' r � P � P � O � o � n 3 � x n �. � p� T A ,� O D � ,� � � � n a� N N � �y � o y � o � � a i ��o m 3 � � v � J � -1 N O N p. N � .. r a C+ O w N 7 � O N d .. 0 J O f1 N F ti ]C -i j � N O !D O O -� N W N W `G v � �p .. ry �. G �. N -� 1 N < < � � D � �. < N N �G �f N ' � p v W � v > > d � N N N � < �. n � C » b S W N •� n N N O O N O N N � .. � O W N N D � ' O N H N W O d � n N � � .. r � N � ti N O N N ^ .. o'. G N D M 1 � � < m D O � � U J ti r N H W �O 930 � -i 10 � N � m m � m � v iv a � A �nViN � O , (l �o �� pJ N A N N N Q D � C -� N d � A 3 W � � 3 � CI � D �m �o � A i K C W n b H m 0 A N m y, d.' � w w� w r� w w w� x�� w� w� w w� w r � rr ; v. � w w� w� w� «p �� o O i A O� ��O M i W i W J W i W i W� W i W N r N i N r N i M i C V N � N O � P P N � W ' CO � W � W v� � � � � � � � `O lli `O ' �O � `O � �O � Z O h� f W� V v� V `0 ' V N U� � v� � vi � �n � V� P f N� N� N� N� �-1 pJ p. � pJ P W�p W� N O O� O' O� O r O N� N� N� N� OJ A N� N � N� N� � J P �n W V � V �n � V � � � .• -' -` `^ ' `n ' v" `^ ' o �n o � o r o � o � �� V� W O O V� � V� P� N lA � �A ' N� �A � V� O� O� O� O r O O O� O� O� O� ^. n. A A � J D T ,� � � � n n p A •1 O O � � 'I 'f � i O > > o �p � m � � � � � N � O � ; O � ti � l N � T N O N T �. � V N d � A Pvim � O Cf �p �O C b � OJ N A N N N Q r � a c -� m T N l A 3 w a � 3 O -� � O � d � .. £ O F � N n V ti r R O O N O N O N O N O i ^ W � N ✓� ^ U� N �C � �G N N .. � .. •. � .. J .. 1 3 O (l !l n -1 m N O O O O O a) O � N l N l W 1 N J N S S O V� .. �. .. � • ^ N N m m m C J N ti O N n a y Ll O A � K N W A H m A K O N O n .r N N N < n �C � n a N m � � � � � � � � � � � � � � y� � N �� W W� bi ! fP M i tP P! P� W� y1 �� O N M� M 1A W� M � M � M fR M �v '� fA � W tl1 FA r j N i N � M fA � C W� N W�W �� P�NW O�AVI-. N�VIN CiA � � p.�P�O -� �z n P � N O P � P � N W W � O P � �O � �O � A P P � P �0 � �O in � �n � W � �O W O � � -� W O� V N C� A V� V O� P W W� N�O P V� V ��O P N� N Ol i OJ N� N� N� P V W� lN W� W V� W� W O� � P W i V� � W�`O � N O� O W� O N V1 � in O� O N� N� W i V P 1� � V� o�OO o�O 1��F� �O�FV� �V�PO V�V N�W�p O�O V�V �� N� ��0 �� n � � n n n � � � n � .i �G -� -C �G �G K �G �C K K �C n .�'�r n n n n n n n . n .� ,y rr n n 0 0 0 0 0 0 0 o O o 0 � .'> > > > .'� .'� > > > > � o m m rv m m m m m m m m � m � � � � � � � � � � � � H r ti m o 0 'w � 1 .. a w N n W H O O J Q d > .. � 1 O � O N i0 930 i H 10 l N � � m m � y � v iv a �O � D V � �D v � o � n -. o �� am m � , � w � � � w a� � � i N N � . Q r �c r a 0 = K � A N N 7 � A Ao � 3 N O � W '� � 1 m 3 J O � M i S � i � D r -1 �m �o , � �< � � O � F � N � 1 � N � � N � C n�w o � � a ti m m 0 A K = 1 -1 N N ti N �1 N ti A ti A ti r� O � O N O N O � O �G O O O g O C O = N J N �A 0 N ^ N N N ^ � N � 0 N < N .. � .. �G .. �C .. � .. n .. J .. O .. � .. -�j .. � � . N (� • C N N J J O N �' j � a � c W N N ] N A ry � n � � D � � N �p � m N � � Y1 ' � p 3 ��il �� l�n O� T� T� M� W� fR W� W FA H1 � FA fR �r tq M� FA M� M M� tll C O � O V P � P �� tP HV b1 �O � �O W � f � c �O � �O !A � M W � W � � IP yl i _. i W W A � A P �O � �O iv � �v P � P -� � � � � �O � �O � W V ' 2 O� O P� P� �O � tA h� F�� l� 3� � M P W� OJ W� W ln � V� O� O �O �`O VI r W N� ti O� O V1 � N� N� N' `O lA �I �O '�O �O � N J W' W O� O �O ��O N� N V r�I V� V N' W� O� O N� .p � �O � W� A V� P V' J CO � N V� V� � V� -+ � i� J V i VI O r O N r N M� N� � O� o W� OJ i OJ � P� N O a� V� V '� P O� O OJ � W � 3 J n ti � � n n � � n � n o �C �G � �C � �t �G �G �C � � , . n n n n . n n n n� N N ry r'1 /� N i"1 rt� b O O O O O O O O O O 3 -� � 'i -� � -� � -� -� � i o � o � ] o � o � o� o J `G `f �C `G `G `C `G `G `G `C � -1 3 -� O '1 d N -� .. W J N O J 0 r� O m v , •• d Q A 1 J S rt 0 m y O N 3 -i N O J N � .. 0 J 0 0 S m m n a o a a n m � 'w v .. � n N N A G c ti O N H 0 m r -1 0 N � m d .• � ti V O •I S W � .. � N ti 0 m i0 v30 ` � D W N c . � y 10 '1 � T ry O N T �. � V N O. �O � D W 11� N V i O n �� O J NN m r � .- N � d r ry a � N . Q �r � rt � = K � � 0 !D � N R '1 ♦} � A � 3 N � � 3 m� o � a�n �a � i ti in � m � c� � � i N � C � n D ti m c� O A r K y r r O N � i � N V+ O .. > O N < 2 O � N J V l (I O A N m m � W M bi M br � � � � � � � � i tR � W !R � IR � � �O � P � P � P � P N � N � V � V � 3 p � M��O W W� NI Ffl W� M� V' �� N N O� VI � lA i VI � tl� VI i VI � lJ� � V1 C i V� F W P.�P N V� ' � W �O O � O � O �O � �O � `O � `O � �O O � O � O � O � Z � V N W�O W P W O O N� N� N� N� V W O� O i O C� C� C� 1� � P O� O� O� O�-1 i vi O] N�O W M A VI V� V� V� V� V�`O V O O� O� O �O � `O � `O � `O '`O O� O� O� O� � A V� V� N�O W Vi N N� N� N� N � N Vf V� O � O � O O� O� O� O r 0 O� O� O' O� r.p pJ F VI N O�I O V� Vi � V1 ' VI � V� � O V� O O� O � O V� V� V� V' V O� O� O� O� ti (l !� G n < v n n � T � � o „ � � E � � o 0 � m > >'�- � ° m W '1 � N � O � N J M O N N 1 G O N � N Q � 'p O m l i .. 3 l E O � O m O w O O � N �' .. O w ti O » Q d �o ti n v O -+ O 2 H m a� c� � N O N ti O n H N �o rt .. J � O V 3 O ° � D N d C ° � ti � l H . � m m o w T �. � 9 N 6 � D �O lA �D � O ` fl . � �O C � �O J �N N N w Q r �G a E K N T N � A 3 N 2 1 � 3 �n �a � ti m �O K ti r�e w m n n ti m c� 0 a � ti O v Y (7 � O O < a d n �. � .. � i � m 0 � ti � O C N i .. � ti i O � N n a � �m y{ y1 !q � M � fP � Hi � 3 F� .� � A� � A P� V� � V� �� N�� N W� N � T i N N W� M' fA � M N� �� N� O O� O� O� O N i V' V' O� O P' O �O V� O O r� T� r' C � C O� O� O� O W� lJ� � V �' N�� `� � O C � V O O W� W' �' � P� P� P� P� y O� O� O� O N� O� O� W� W O` � O P V f�O OJ N� N� N� N W� CO ' OJ i OJ p� O� O� O W� O� O r V r V W� O N �/I W V W W� W� W� W A� P� 1 1� � O� O� O� O V� V1 � V1 i V1 ��A O� O VI P� P V N i N� N� N O� O' O� O� O� O� O� O V1 i O� O� O� O O� O O O O V� V� V� i N� �' N O� O� O� O� � a v s � m � o o � < o 0 0 �' y� N � p b J 2 � i � O 3 � � ] J � ti C -� Q � d S r�- � .. L N � m O N � „ .. J O m W 6 3 m v O d N � N O � � � � .. 3 N O O N N N m m v a � N N O F 3 O N O a � i m w .. o .. � x � S N N H O N ti O N ti N O S m � �O 930 � � a w m c � �1 1p l N � � m m o m � �. � v w a � a o�nm � o � n ^- -� o . �� O] N A A -1 � �- N O � e1 �� N F • � A r � O D y C � N N N N F '� � A � 3 N J a 3 O S N (l � a -+ m c� 0 A K C m � A ti m c� 0 A K O N N � r1 �. � v m a Y n n w m bl � fA � M� ffl � !A � !A � M� M� W M� fA � fA bi � 3 y{ ��A M M b1 tli tR W� W� 1� � 3� � 1� fR � M� M W M W� W� W F� O VIM A� F� A� l� t` NNN-+ O� O� N� N� N �� fAN�W tll� j� �� O� C PN V� V� V� V� O�O�NC�n 1` � P� P� P� P P� P� NWO�MM-�P O� Z WOJ O� � W� W� 0] � W�nPFO�O w� w� 3� � 1� C � oPV�OC�OV�P M� M� W o�-� V' V� V� V� O O V N lli N �O � d� �� N i Uf � V��O -+ N 0] .O P N� N� N O� PN VI � t/� � V� � Vi � OO P� P� N� N r N �A � V� � V N V� � V O� NN O� O� O� O� 000000 �' �� CC' W r� q� pJ � OV'OO�O�OtRO �O � �� d O� rf n n. �. � � � � � � a » r n A ti O O (� O O O l l i O `C � C N N � T ll `G `G � V N N O II O n ii m u W — n .. n .. n n i 0 � O � ti O r1 N r O V 3 O � y I� l /1 - � m m o m T �. � v w a �o � D -. vi m ��o o � c �y t ' � r � � �� m -� � N V � V �r � w�a � C K E � m (p I T N 1 7 � A N � 3 d N � � N � 3 n �p D W -I M I RI . � � O � O � � A � K C W n a m n 0 A K -1 W � O w 'a� w� 3 � d � l � N � fl a N m �vii o� w� w� w� w' c A 11 W� N� N� �A � V� � P� 2 W II W � `O � `O � `O � `O � A � ~ -�+ ii o� O� o� O� O� P� n� n� � � a� n � n� o � � � ��o �p � m � � v � ti ,. 1 Councff File # � `� — � l� ORI Presented Referred To i, MINNE�OTA WHEREAS, the Office of the City Attomey is to provide legal services for its Green Sheet # � 0 � S � the City Sf Saint 2 WHEREAS, the Finance Department is to provide oversight of City of Saint Paul contracts and expenditures; and 3 WHEREAS, expenses paid to private law firms by the City of Saint Paul have nearly doubled since 1994; NOW, THEREFORE, BE IT RESOLVED, that the City Council requests that the Office of the City Attorney and the Finance Depaztment prepare a report with regard to the policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. Requested by Department of: Adoprion Certified by Council Secretary By: c� , .-r Approved by Ma� . Dat � ( ( � By: � Form Approved by City Attorney � Approved by Mayor for Submission to Council � Adopted by Council: Date � � _ � \ �� 2/1 Chxis Coleman 266-8620 NUYBERFOrt RWSiNG ORDER TOTAL � OF SIGNATURE PAGES GREEN SHEET t::_��: _ ii:i:�1�:.1 qg -i�`l No 60657 Nro�mm. ancou� ❑ cmwrrow�[r ❑ urcun[ ❑ RYNCNL4F.RV1CF90Y1. ❑ RI�IIGLiERY/ACCfC ❑ Wvae1��N+0 ❑ (CLIP ALL LOCAT10PiS FOR SIGNATURE) That the City Attorney's Office and the Finance Department prepare report regarding policies, expenditurs, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul for presentation to the City Council on March 11, 1998. a PLANNING COMMISSION CIB COMMITTEE CNIL SERVICE CAMMISSION tias this a�scNfirm euerworked unaer a contract r« mic departmem? VES NO Flasihie pHaoMum Cm heen a dly empbyee7 YES NO Dces ihis pe�soNfim� Gosseas a sidll not namallYD�essetl M�Y curtent citY emPbYce? YES NO 1¢tluaPNaoNfirtnafm6MetiveMa? . YES NO Expenses paid to private law firms by the City of Saint Pau1 have nearly doubled since 1994. That the City Council may review report regarding policies, expenditures, and budget relating to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. That the City Council will be unable to review report regarding policies, expenditures, and budeet relatine to the hirine of nrivate leeal and lobbvin¢ services on behalf of t CASTIREVENUEBUOGETED(CIRCLEON� SOURCE IS�iP1i�l214'�-7dc7 VES NO I�WM March 11, 1998 City Council Action Minutes Page 5 FOR DISCUSSION 30. Presentation by the Treasury Division on the fees and cosu for bond issuance. (Laid over from February 25) (See C.F. 98-117 adopted February 11, 1998) Laid over to April 8 Yeas - 7 Nays - 0 31 32. ��• V34, Report by the Office of the City Attomey and ihe Finance Department regarding policies, expenditures, and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. (Requested by Council on February 11; C.F. 98-117) It�g Birk, City Attorney, and Joe Reid, Budget Office, presented a report. Repor[ by the Fire Department on its work plan in response to Council Research Perfortnance Audit Recommendations (requested by the Council on December 3, 1997; C.F. 97-1437; laid over from February 25) and a report from the Mayor regarding the Fire Chief. Laid over to March 18 Yeas - 7 Nays - 0 Administrative Order: D0014�t7 Amending the 1997 budget of the Housing and Redevelopment Authority Debt Service Fund to reflect conection to object codes, increases in sales tax revenue and STAR funds, and decrease due to interim funding not needed for Lawson project. (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 (Per C.F. 97-1037 adopted August 27, 1997) (Laid over from March 4) Laid over to March 25 Yeas - 7 Nays - 0 Report by Pam Wheelock, Department of Planning and Economic Development, on recommendations and criteria for appiying the Vendor Outreach program to the Department's economic development programs, and the results of the initial application. 35. Resolution - 98-120 - Finalizing City Councii action taken January 28, 1998 conceming adverse action against licenses held by Billy's on Grand, 857 Grand Avenue. (Laid over from March 4) Adopted Yeas - 7 Nays - 0 . ., -��31 q�-il� Interdepartmental Memorandum CITY OF SAINT PAUL DATE: March 5, 1998 TO: Mayoz Coleman Depury Mayor Fabel City Councilmembers FROM: Peg Birk � City Attomey 7oe Rei�,- Director, Finance Department RE: Outside Legal Counsel Expenditures In a resolution dated February 1 l, 1998, the Saint Paul Ciry Council requested that the Office of the City Attorney and the Finance Department prepare a report regazding the policies, expenditures and budget related to the hiring of private legal and lobbying services on behalf of the City of Saint Paul. Attached for your review are the following: • Part A: The City Attomey's O�ce (CAO) Administrative Procedures on Hiring Private Outside Legal Counsel • Part B: The Policy and Management Rauonale for Major Outside I.egal Expenditures � Part C: Finance Director's Analysis of I.egal Related City and ARA Expenditures •: u. Attachment �� 8—c�7 TI� CIT'Y ATTORNEY'S OFFICE ADMINISTRATNE PROCEDURES ON HIRING PRIVATE OUTSIDE LEGAL COUNSEL FOR TE� CTfY OF SAINT PAUL The Saint Paul City Charter, Section 5.02, requires the City Attomey to represent the City in all legal business of the Ciry, unless there is "any case of special or unusual circumstances" or there is a canflict of interest. In those instances, ihe Council, at the request of the City Attorney, may by resolution, appoint and fix special cowLSel compensauon. Alffiough the majority of all legal work performed for the City of Saint Paul is done by staff members in the City Attomey's Office, (CAO) the o�ce dces enter into a limiteti number of special attomey comracts each year for provision of 3ega1 services to City governmem from attomeys outsitie the CAO. The CAO limits contracts with outside attorneys to the following cir�r*r+�+ances: 1. When CAO staff attomeys do not have sufficient special expertise required to handle a particular legal problem. 2. When representation of the City by the CAO would present an actual or perceived professional conflict of interest. When the CAO lacks sufficient resources to handle a particular legal dispute because of size or time demands of the dispute. When there is a need for independent counsel or a second opinion in matters of unusual sensitivity. When an opinion and other legal services of bond counsel is required for the issuance and sale of bonds and other debt instruments. Bond counsel is usually retained by the issuer, and assists the issuer in the drafting and preparation of necessary documents. Its prunary functian is the issuance of an opurion on the validity of the bonds and their talc status. Bond counsel legal services for public issuers are highly complex, and bond opinions are relied upon as weli by ratings agencies and bond purchasers. When selecting outside legal counsel, the CAO seeks attorneys with substantial expertise and experience in the subject area. In most instances, a Request For Proposals is issued. The City seeks to include as many law firms as reasonably possible in the contracting process, and insists on fees discounted from nom�al hourly billing rates. The office requires strict time reporting and expense reitnbursement is done in accordance with the Ciry policies. The CAO handles the majoriry of legal work for the Ciry. Such a policy is directed by Ciry Charter, is cost effective, allows the CAO to impose high standards of qualiry and permits the City to adopt consistent legal positions. Occasionally, for the reasons listed above, outside legal counsei is necessary. In those instances, the outside counsel is closely monitored and managed by an attorney within the CAO. q�-l�� ,� THE POLICY AND MANAGEMENT RATIONALE FOR MAJOR OL3TSIDE LEGAL EXPENDTTLIRES CTfY AND HRA PUBLIC FINANCE WORK Selection and Payment Two 1996 Resolutions govem the selection and payment of outside legal counsel for the City and HRA on public finance matters for advisory services, arbitrage and rebate services and bond issues. As background, on 7anuary 24, 1996, the City and HRA issued a Request For Proposal (RFP) which was submitted to eight law firms known to have expertise in the azea of public finance. All eight of those firms responded to the RFP by February 9, 1996. The responses were graded by representauves of the City Attorney's Office, the City and the HRA. A significant factor in deciding which firms would be on the "approved list" for the City and the Saint Paul HRA was the willingness of these fums to provide work to the City at special, discounted rates. As a result of the RFP process, a resolution was passed for City work, attached as E�ibit A. Three law firms can be hired for City public finance work. They are Briggs and Morgan; I.eonard, 5treet and Deinard; and Doherty, Rumble and Butler. The resolution authorizes an hourly rate of $150 for advisory services and $160 per hour for arbitrage and rebate services. Annual legal services agreements with these firms have been executed to provide general economic development expertise like federal tax analysis for housing, talc increment financing and on large prioriry projects, e.g., the Science Museum. Additionally, the resolution authorizes a fee arrangement for bond issue work to be detertnined in accordance with Minn. Stat. § 481.21 (1996), attached as E�ibit B, which requires fees to be based on the time involved and the nature of the responsibilities, the experience of the attorneys involved, the complexity of the representation and the assets available to pay fees. Basing fees primarily on the amount of the bond issue is prohibited. Fee arrangements are not done on an hourly rate basis. City and HRA staff generally work with the law firm involved in each particular financial transaction to establish a mutually acceptable fee based on the complelcity of the financing and the other factors set forth in the statute. The alternative methods described in the RFP's are similar, with only Briggs and Morgan providing a schedule of fees, attached as E�ibits A, E, F, and G. The HRA resolurion fot designation of bond counsel is attached as Exhibit C. The approved panel is Briggs and Morgan; Doheny, Rumble and Bufler; Leonard, Sueet and Deinard; and Kennedy and Graven. The above-referenced fee structure also applies to HRA bond work. Legal services agreements have been executed with Briggs and Leonard, Sueet for necessary advisory services. �g � � i� :,,, ,�. In addirion to drafting and advisory services, outside bond counsel provides legal opinions, which are required and relied on by purchasers of municipal bonds, on whether the bonds are legally issued, valid and binding (the tradirional "bond opinion") and whether the interest on the bonds is excludeable from gross income for purposes of federal and, if applicable, state income tases (the °tazc opinion"). The °bond counsel standatd" for an oginion is that a reasonable court could not disagree. Bond counsel's opinion is relied upon by purchasers and holders of bonds, and those parties require that bond counsel be°independenY' of the issuer. Bond counsel whose opinions some purchaser or another has relied on for publicly offered bonds in recent years aze listed in the "Red Book" (known by cover color) put out by The Bond Buyer, a daIly newspaper of the municipal bond business published in New York. � As a traditional aspect of the opinions of bond counsel, bond counsel prepaze many of the documents (resolutions, agreements, notices, certificates, etc.) which they rely on in rendering the opinions or which are associated with the bonds, and review many other documents, preferably in advance of the time they are acted on if they are critical to the opinions. For instance, if an election is necessary before bonds may be issued, typically bond counsel will prepare the related question, notice, resolutions and certificates which will be necessary to evidence successful passage of an election question which authorizes the bonds desired. Currendy, general oversight of the work of outside bond counsel and the billings are reviewed by Assistant City Attorney Terry Garvey for the City and Assistant City Attorney Pete McCa11 for the HRA. LITIGATION Most of the litigation on behalf of the City is done by the CAO. The Best Practice Litigation Management System (BPLMS) was developed and implemented in July of 1995 to manage the litigation within the CAO. Its purpose is to assist and identify the most significant cases and prioritize resources to ensure that all lifigation is handled effectively and efficiently. The system has enabled the CAO to quickly assign a value to the case and determine whether it is more cost efficient to retain outside counsel or keep the litigation in-house, and determine whether to push to avoid litigation eacpense before settling the case. Bach case is analyzed and the litigation plan developed to aclueve the optimal result. Perhaps the best e�mple is the favorable resoludon of the suits and claims arising out of Third and Maria gas explosion for the City's municipal tort limits of $600,000 despite varied and repeated challenges to our statutory caps, without which City eJtposure could have been as much as $10 million. The BPLMS also encourages participation by deparlmeni personnel in the litigation process and, where appropriate, provides departments with suggestions for reducing the likelihood of similar q�-�i� claims and suits. Finally, the annual litigaflon report provides the administration, Council, and departments with a summary of the previous year's litigation results, including settlement expenses, court costs, the value of City Attomey Office staff time and analysis. EXPERT ADVICE In certain cases, outside legal fees are accrued when the City requires expert advice on a particular issue when the expertise dces not e�st in the CAO. The CAO main ainc the direct representation of the City in such nvstances. Tlus is a cost- efficient way to deal with narrow complex issues in a complex matter. There is also a strategic advantage to keeping the information confidential, particulazly in litigation. In all of these matters, there is scrupulous oversight by in-house city attorney as to the quality of the work and the billing. An additional benefit is that we do develop in-house expertise from the outside attomey which eventually reduces cost for the City. CONCLUSION: The CAO recommends that consideration be given to adding 2 FTE attorneys to the CAO to reduce outside legal expenses for litigation and general advice foz Finance, Management and Technology, PED, and the HRA. Between 1994-1998 the number of attorneys in the CAO has only increased from 34 to 36. In 1997, PED outside legal fees for development, litigation, and general advice was $453,096. A significant portion of these fees were acczued because the CAO does not have the expertise or has insufficient resources to handle particular matters. Much of this work could be done by experienced specialized in-house attorneys at the cost of approxnnately $100,000 in salary and benefits per attorney. � 3"1 Presented � y� MINNESOTA Council File # 1�0` Green Sheef # q� Committee Date i WI�REAS, the City Council requested that a request for proposals (RFP) be issued to qualified law firms which 2 provide bond counsel and related public fmance services; and 3 WI�REAS, the intent of the Council in directing a request for proposals was to increase competition among firms 4 that provide these services and bring a savings to taxpayers; and 5 WHEREAS, under 3ecrion 5.02 of the City Chazter, the City Attomey has requested the appointrnent of special 6 counsel to provide bond counse] and related services to the City. 7 NOW, THEREFORE, BE IT RESOLVED BY THE SAINT PAUL CITY COUNCIL: 8 9 10 11 12 13 14 15 16 - 17 - Principal bond counsel for the City will be selected from the following fums: (1) Briggs and Morgan; (2) Doherry Rumble & Butler; At�c� -�-o� rcccS�c,r�R�v.S:,,^ Service� (3) Leonazd Street & Deinazd - �_� Appropriate City offi e authorized to execute agreements with firms on the above panel for specific bond issuances. Membership of the panel will be for three (3) yeazs, at which time the City will issue another RFP for services. Membership on the panel may be subject to canceilation by either the City Council or the law firm. The amount to be paid for such services shall be no greater than $150 per hour for advisory services and no greater than $160 per hour for azbitrage and rebate services. The fee for individual bond issues shall be detemuned in accordance with Minn. Stat. �+481.21 (1994). Requested by Departrnent of: � Form Approved by City Attomey � Adoption Certified by Council Secretary By: � c— "".3� k� �.,�� Approved b}� Mayor: Date ��t1 !'� L SU.�ST►Tt.t-T�- ��a jq� � A rr��Y.d e o� RESOLUTION Approved by Ivlayor for Submission to Council � s � �° �- (� �Y� :'. EXHIBIT A � Adopced by Council: Date � s�. e1 ��q� c 3� � � �g-�� 298 ,�e attomey to do or forbeaz sian: dnry impostd upon an attoc- ilcen by the supreme coun on asation. Accusations may be ed, prosecuced, heazd and de- The supreme coart may refer powen of a referee under the +ithin ten days of the appoint- .'Ihe referee shall repon the .ngs on ic Persons desi�nated paid their necessary expenses :nesse necessarily employed allowed by law. The supreme �xpenses, fees and compensa- i by one of the justices of the 1969 c 399 s 49; 1973 c 501 3 c 247 s 175; 1986 c 444 RTAIN PROSECUTIONS; relation to, or aid ox promote ycution of which shall be caz- : other public prosecutor with .s partner, or who, having per- on or proceeding in any coua , d'uectly or ind'uectly, advise ey or otherwise, or who shall of any defendant in am such essed or implied, ha�ing rela- rOR1�EYS. �re than 12,000, the offices of 1 not be deemed incompatible �ecution of violations of state al regulations, the offices of adble and may be held by tha �7 s 8 ze court goveming a ctient se- nd credited to a client securiry le to investrnent of the ciient account is appropriazed to tha 3 and claims approved by t� 29q A270RNEYSr►'f-U.W {8121 � q81.21 BOND COUNSEL FEES. An attomey—at law performing services u bond counsel for the state, a state agency, or 8 political subdivision of the state shall be paid a fair and ceasonahle attomey's fee, based on dte following factors: (1) the time and labor required: (2) the experience and knowledge of the attorney; (3) the compleuty and novetry of problems invoived; (4) the extent of the responsibiliaes assumed and the resulu obtained; and (5} the sufficiency of asseu groperly available to pay for ihe services. T6e fee must not be based primarily oa a percentage of the amount of the bonds or ob- . ligations sold. History: 1994 c 533 s 1 � 0 . � r . � 62268 Resolution 96-12/11-7 Designation of Bond Counsei Whereas, the Housing and Redevelopment Authority for the City of Saint Paul (HRA) requested that a request for proposals (RFP) be issued to qualified law firms which provide bond counsel and related public finance services; and Whereas, such an RFP was issued, eight responses were received, and the responses were reviewed by a staffteam appointed by the City Attorney;� NOW, TFiEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota: The following law firms are selected to constitute a panel to be eligible to provide bond counsel and related public finance legal services to the HRA: (1) Briggs and Morgan; (2) Doherty, Rumble & Butler; (3) Leonard, Street & Deinard; and (4) Kennedy & Graven Appropriate HRA officers are authorized to execute agreements with firms on the above panel for specific bond issuances and for necessary advisory services. Which firm to engage for specific bond issues or advisory services should be determined based upon each firm's experience and expertise related to the specific bond issue or services requested and the financiai arrangements which can be negotiated, provided that it is the expectation of the IiRA Commissioners that each of the firms which are members of the panel will be utilized over a three year period and further provided that each resolution designating bond counsel for a specific bond issue wil! state the rationale of the use of that firm. 3. Membership of the panel will be for three (3) years, at which time the HRA may issue another RFP for bond counsel and related public finance related services. Membership on the panel is subject to cancellation by either the HRA or the law firm. The amount to� be paid for services shali be no greater than $150 per hour for advisory services and no�}t�� greater than $160 per hour for arbitrage and rebate services. The fee for individual bond issues shall be determined in accordance with Minn. Stat. § 4B 121 (1994). 4. This resoSution supersedes HRA Resolution No. 96-10/2-1 adopted on October 2, 1996. The HRA executive director will submit to the Board a repoR in 6 months which provides a report on which bond counsel firms have been used by the HRA, the pro,jects on which they have been utilized, and the fees they have received. . � � �� KENNEDY & GRAVEI3 q�-i �� N Y Provide statement agreeing not to discriminate against women or other protected groups. Kennedy & Graven is an equal opportunity employer and has an established affirmative action plan and equal employment opportunity plan. The firm has been certified by both the State of Minnesota and the Minneapolis Department of Civil Righu as having an approved affumative action plan. The firm has adopted a specific AA/EEO Policy Statement and a Policy Statement Prohibiting Sexual Hazrassment in the Workplace. Copies of these policies are attached as Appendices D and E. Kennedy & Graven has a Board of D'uectors of 14 attomeys that would be the equivalent of partners in a partnership. Of the 14 directors, two directors currendy aze women. Within the past year, four women attomeys who were directors at our fum accepted different positions with other employers. Two became in-house general counsel of clients of the fum and two joined other law firms. Of our four associates, one (25%) is a minority. Of our three law clerks two (66%) are women. Of our four pazalegals, all four (100%) are women. Of our remaining 12 full time staff support personnel, l l(92°l0) aze women, including our law firm's Admisus�ator. Three (25�70) support staff are minoriries. (See Appendix E.) Cost Prouosal Summarv. 5pecifp the methods of compensation proposed, including the following: a) The method of determining fees (e.g. hourly charges, fixed fee). Alternate methods may be submitted. b) Any not-to-exceed amount, to be charged for provisional fees under each method or alternate method designated. c) Any other charges proposed to be made and expenses soug8t to be reimbursed, including the method ior determining the charges. d) In addition to the above, propose and submit a method(s) and amount to be charged for professional semces rendered for handling legal issues related to the City, the HRA, or both but not directly related to a particular bond issue. Names and hourly bil&ng fee of attorneys for Bond Counsel and Tax Increment Services: Bond Counsel Bruce M. Batterson (12 yeazs experience) $150 per hour Stephen J. Bubul (9 years experience) $130 per hour Robert C. Long (10 years experience) $140 per hour David J. Kennedy (21 years experience) $1b0 per hour Tax Increment & Other $125 per hour $115 per hour $120 per hour $130 per hour Kennedy & Graven would be willing to negotiate a cap on fees or a"not to exceed" fixed rate for any particulaz bond transaction. A typical fixed rate fee for a general obligadon public improvement bond would be between $1,500 and $2,000, depending on the compiexity of the issue. This fee quote is based upon the assumption that the bonds aze ' WZLLEC100005 FI�,-1� g EXHIBIT D �-i��1 either general obligation or special assessment bonds and that the transaction proceeds to closing in a timely fashion and without inordinate difficulties. Fees for more complicated issues, such as tax increment, revenue bonds, and bond refmancings would be subject to negotiation based upon the complezity of the issue. We would also bill the City for out- of-pocket expenses including those for travel, messenger services and photocopying. Number, names and billing fee of paralegaLs: Hourly Rate for All General Legal Services: Terry Berg, Pazalegal Cheryl Willey, Pazalegal Number of supporting personnel and billing fee: $70 per hour $70 per hour The firm dces not bill the City or HRA for the work of support staff, other than pazalegals, such as secretaries. Billing increment: The fum bills in .OS billing incremenu. The fum will provide billing statemenu in a format approved by the Ciry of Saint Paul or HRA Other cosu: The fum will bill its out-of-pocket cosu for such things as postage, long distance telephone calls and computer assisted reseazch. Copying costs and fax aze reimbursed at .20 per page. Billing for Miscellaneous Expenses: Minimum Biliing Increment Photocopying Chazges Travel Time, if applicable Mileage Chazges Fax Charges Wesdaw or Lexis Fees (See * below) Phone Charges Other Charges: Messenger/Express Mail .OS hoar at hourly rate $.20 per page $ None $.20 per mile $.20 per page $1.08 per minute $ None $ Actual Cost Chazged The fee quoted above reflecu only the basic minimum service available on Le�cis. Due to the varying chazge for types of searches, this fee has not been included in the above fee and will be charged at the actual cost on a per search basis plus applicable sales tax. Rate for City Council or HRA attendance: There would be no ex�a charge for attendance at City Council or HRA Boazd or staff meetings relating to bond issues. WZLLEC100005 FZRK-11 Monthly billing statement: �� A detailed statement of services rendered to the City of Saint Paul or HRA will be sent on a monthly basis describing the date of service, the work performed, the attomey or paralegal supplying the service, the time spent perfornring the service, the hourly fee and the incremental fee actually chazged to the City or HRA. If a fixed rate fee has been negotiated, the fum will bill the City or HItA the agreed upon amount once the bond transaction is complete. Kennedy & Graven will provide a monthly billing statement in any format the City or HRA chooses. VI. IJisclosures and Assurances. The applicant hereby assures and certifies: 1. That the individual signing the assurance form on behalf of the individuat, partnership, company or corporation named in the proposal possesses the legal authority to bind the firm by contract 2. The firm agrees to comply with all applicable federal, state and iocal compliance requirements. 3. T'hat the firm is adequately insured to do business and perform the services proposed. KENNEDY & GRAVEN, CHARTERED Address: � Saint Paul Office: � 700 Commerce Building B '� �— • ,�> 8 East Fourth S�eet Robert C. Long � Saint Paul, Minnesota 55101 Director Telephone: (612) 225-4938 Dated: February 12, 1996. Mins�eapolis Office: 470 Pillsbury Center 200 South Sixth Street Minneapolis, Minnesota 55402 Telephone: (612) 337-9300 ' W2LLEC100005 , _ _ FIRlS-71 1Q 7 1 � � ]• y . ; , , DOHERTY, RUMBLE & BII'PLER (c) Continuing, Uninterrupted Service. �-L�� DRB recognizes that swift response to client needs is essendai in the piactice of law, and accordingly, it maintains appropriate staff levels to handle a11 client matters as expeditiously as possible. DRB has recenUy and formally committed to a Continuous Quality _ Improvement program so that clients receive the highest qualiry, in the broadest sense, of legal services. Timeliness is an essential component of guality. . Ms. Oman is a skilled - manager of legal services: She will serve as your fust contact person, and wili - assure . prompt response. DRB has experienced attomeys in the HRA's need areas and, thus, litcle or no "leaming time,". a source of delay, is expected. DRB is lazge and, therefore, has the .. . - capaci"ry to quickly respond to majar project requesu. We have an efficient voice mail system to enhance and speed communication between attorneys, and our ciients. - (d) Conflicu of Interest. - . _ _- - . _ . DRB has a three-step process of determining whether conflicts of interest exist. T'he process includes the use of E-Mail for all new clients and all matters with adverse parties, hard copy , printouts of all new files opened, and a search of finm records by_administration as a part �,_ of ihe file opening procedure. DRB takes a very conservative view in defining the existence ' of a conflict and whether that confiict is waivable. If a conflict is waivable, a writfen waiver ... is required by all clients. T'hece have been and are occasions that DRB has and will decline `_ representation even when no actual conflict exisu if we believe accepting such representation .:_ will harm an existing client relationship. Conflicts, potential conflicts, and appearances of �_. conflict are resoived on a case-by-case basis, We are not aware of any relationship that may raise questions about conflicts of interest or concerns about loyalry to the City of Saint Paui or the HRA. . (e) Malpractice Insurance. DRB's malpractice insurance coverage is on a"ciaims made" basis and is provided by The St. Paul Companies. The limits of coverage for all areas of practice, including the performance of bond counsel services, is $6,000,000 per incident and $6,000,000 in the aggregate with a $25Q,000 deducuble. � 3. DRB has adopted an Affirmative Action Plan. A copy of the statement is attached at Tab 6. DRB does not and will not discriminate against women or other protected groups. 4. Cost Praposal Summarv. (a) Method of determining Fees. _ Our fees as bond counsel aze usually fixed at commencement of the uansaction. They are determined primazily by the comple�ty and novelty of the financing structure, the amount il EXHIBIT E �' �� ' - 1 � . . -. l � , � - .. i 4 l- ` � � �t. of time estimated to be involved, and the experience and lrnowledge of the attorneys performing the reguired services. We have never based our fees on a percentage of the - ainount of the obligations sold. General obligatibn bonds generally have lower bond counsel fees (typically $5,000 to $10,000) and revenue bonds�would have higher bond counsel fees .. <typically $15,000 to $40,000 depending on tfie factors mentioned.above). _ (b) Not-to-Exceed Amounts. - We aze not proposing to use not to-exceed amdunts because we are proposing fixed fees and ,- reduced hourly ntes_ - " _ - - _.. ` - - (c) Other _Charges. � � - � - - . � - _ - _ - ._ - Additional charges at the acmal cost to DRB photocopies are billed�at $.07 per and facsimiles at $.22 per page) would be made for expenses such as photocopying, Wesdaw . and Lexisfees,transcripu,long distance telephone charges; overnight mail service,facsimile chazges, messenger service, and related expenses. � - : : _� � .-. - , - � �.- - . _ , - . .: °. _�_:-' ' -`� � ' - - -. - _„- (d) Other Methods of Charging Fees. ; : = r . _ � ; � For work not directly reIated to a boad issue,�we propose to.bilI-the HRA on an _�.: hourly basis as follows: � - - � . - - - � ' - 5enior Attorneys: $145 per hour � ` - � _ Junior Attomeys: . $115 per hour . � . Legal Assistants: $ 70 per hour The figure for senior attomeys represenu an approximate 25 % discount from our. senior attorneys' average ordinary private sector hourly rates. The rate quoted for jnnior attorneys and legal assistants also represents a substantial discount. In fmancings involving conduit bonds, we expect ihe HRA's legal fees will be paid by the borrower of the bond proceeds and would, therefore, charge our normal rates for afl bond and issuer's counsel services. - SRO 109072 . . 12 .- > BRIGGS AND MORGAN 3. NOI�3-DISCRIMINATIO2�i STATEMENT �-lt� Briggs and Morgan is an equal opportunity employer and does not discriminate against any person or entity because of race, color, creed, gender or belie£ Briggs and Morgan subscnbes to all federal, state and local Equal Opportunity and Affirmative Action laws, directives and regulations. VJe are ready, willing and abie to participate with the City and the HRA in meeting their commitmenis and goaLs with respect to ma�mum utilization of targeted group businesses (TGBs} and disadvantaged business enterprises (DBFs} whenever possible in the performance of the legal seivices to be performed for the City and HRA. Briggs and Morgan's Certificate of Compliance from the Minnesota Department of Human Rights is attached to the Proposal as Fxhibit H. 4. COST PROPOSAL SUMMARY We anticipate that our fee arrangements as bond counsel cvill be cost effective for the City and the HRA, as we believe they have been in the past. a. Method of Determining Fees The Request for Bond Counsel Services identifies alternative methods of compensation that may be speci5ed, including hourly charges, fued fees, or any combination thereof. We are very flexible and aze willing to discuss methods of compensation altemative to those proposed here. Briggs and Morgan's last legal services agreements with the City and HRA date to 1990. Though our costs have increased since then, we believe that our compensation under the agreements has been reasonable overail, and we do not propose fees that would represent an increase over our current agreements. We propose that the following methods be used, which are based on the type of services rendered: (1) Fees for Citv of Saint Paul - General Obli¢arion and Revenue Bonds (Governmental Bondsl and Related Services. For City-issued general obligation bonds or municipal utility revenue bonds, we propose to charge amounts reasonably related to our intemal 'Yecovery rates" for hourly legal services that do not exceed the following schedule and comply with the statute governing bond counsel fees: 3179b3.5 13 EXHIBIT I' �-ir� I5SLTE AMOUNT OR TYPE $500,000 or less $500,000 to $1,000,000 More than $1,000,000 Advance Refunding Bonds Uu7ity Revenue Bonds FEES $2,000 $2,000-$2,400 base plus $1/$1,000 over $500,000 $2,500 - $3,000 base plus 85�/$1,000 over $1,000,000 for the first $15,000,000 1.5 - 2.0 times the fees set forth above 'The fees set forth above plus $SO/haur The schedule assumes that the bond issue will be a f�ed rate issue. In the event the bonds are issued as a floating rate issue, with liquidity or credit enhancement provisions, we would separately negoriate a different arrangement. In the past, this has sometimes been a"not-to-exceed" f�ed fee. For rebate compliance services, we propose to chazge hourly at the rates of $160 for attomeys, $100 for fiscal analysts and $60 for legal assistants. For City sezvices not related to specifc bond issues, we propose to charge hourly at the rate of $15�.00 for attomeys, $100.00 for fiscal analysts, and $60.00 for legal assistants. See also (c) below. (2) Fees for HRA Revenue Bonds (InclndinQ Tax Increment Revenne Bondsl and Related Services. Since HRA revenue bond issues take many different forms, and may be relatively straightforward or very complicated, we propose that the fees for these issues be negotiated on an issue-by-issue basis. In the past, after becoming familiar with the structure of the issue, we have negotiated a fixed fee plus an hourly fee for related development agreement work. Our negotiated fee has almost always been less than our fee would have been if it had been computed at our intemal "recovery rates". We feel that continuing this past practice is in the best interest of the HRA since it allows the staff to implement a budget for each project and know the issuance expenses at a relatively early stage in the financing. (3) For rebate compliance services, we propose to chazge hourly at the same rates . noted above for the Ciry. See also (c) below. Fees for Condnit Revenne Bonds. Since neither the City nor the HRA is responsible for the bond counsel fees for conduit revenue bonds, and since the 311963.5 14 �—ic� nature and complexity of these issues varies greatly, we would propose that these fees be negotiated with the beneficiary of the band proceeds on a case- by-case basis, subject to approval of HRA staff. (4) Fees for Economic Develonment Work. We propose t� charge houriy for economic devetopment work. We include under this category work on development a�eements for projects that may not include the issuance of bonds, and reai estate transactions. We are currentIy woridng on these matters for $140 to $150 per hour. We propose to continue this fee agreement. The institutional hourly rates noted above aze significantIy lower than the recovery factors of all attorneys now in the Public Finance Section. , Compensation calculated by the hour has its benefits for all parties concezned, but is not in our view the best overall arrangement for bond counsel services because it may reward inefficiency and gives less certainty overall than the mixed-basis fees we propose here as a continuation of our past arrangement. Briggs and Morgan, the City and HRA have been committed to a long term relarionship which we believe has been mutually beneficial. No matter who the City and HRA choose as bond counsel, it would be in the best interest of the City and HRA not to lose the flexibility inherent in a close long-term relationship where all parties make reasonable and fair accommodations to the uncertainties inherent in life and not unknown in municipal finance. b. Dishursements Briggs and Morgan will charge for disbursements. Actuai out-of-pocket elcgenses will be billed at cost. Photocopies are billed at 10 cents per page and outgoing faxes are charged at 50 cents per page. There is no charge for incoming faxes. Delivery charges aze billed at cost. c. Amounts to be CharQed Not Directiv Related to a Particular Bond Issne We provide our regular municipal clients with ongoing legal advice after a particular bond issue or transaction has closed. In many instances, we do this without a separate billing. In addition to post closing matters, we spend a substantial amount of time each yeaz on matters that do not go forward or may take several years to evolve into a project. We also provide ongoing advice to our clients on public finance matters in general. We propose that we keep uack of our time on these types of matters on general files, and meet with a designated City or HRA staff member to review the time on these general files on a quarterly basis. Subject to our discussion in (d) below, we 371963.5 15 LEONARD,STREET & DEINARD �$- 11� (d) Conflicts of Interest. Before any file is opened, the lawyer zesponsible for intake circulates to the entire firm a Conflict of Interest form listing the firm's proposed client. which parties, if any, aze adverse to our proposed client, and which parties are related to our proposed client. The firm is sensitive to the fact that many of our ciients have related entities which must be taken into account, and those are listed as well. In addition, every Conflict of Interest form triggers a search through the firm's computerized data base to uncover any previous instances where the firm has either represented, or been adverse to, any person or entity listed on the Conflict form. Leonard, Street and Deinard has, in other words, a thorough conflict-checking system, and it is an issue taken seriousiy. As can be seen from Attachment VI, Leonard, Street and Deinard has an extensive list of Saint Paul-based for-profit, non-profit and govemmental clienu. It is always possible that the interests of one of those clients may conflici with those of the City or HRA. In some cases, the conflict will be technical and minor, in other cases more serious. VJhere a potentiai conflict appeazs, this firm's approach is, and will continue to be, that we will call the City Attorney's office to discuss the matter. Where, after discussion, the City or HRA decides that we should not represent the private sectar client, we wiil, in a normai case. withdraw from representation of that client. We wili not initiate litigation against the City or the HRA on behalf of a private sector client. Only in a case where the City or the HRA has initiated litigation, and we are then asked to represent the private client, will we consider askino the City Attorney's office for a waiver of the conflict of interest, and wouid not do so even in that case if the litigation involves a matter on which we had represented the Ciry or HRA in the past. The firm fully understands that representation of the City and HRA as bond counsel carries with it limitations on the scope of our representation of private clients in matters which involve the City or HRA; we accept those limitations. (e) Malpractice Insurance. The firm's malpractice insurance carrier is Attomeys Liability Assurance Society (ALAS), a monoline malpractice cazriet created specifically to provide malpractice insurance for firms such as Leonazd, Street and Deinazd. The policy limits are $20 million. The coverage for services rendered as bond counsel is not different from the coverage otherwise provided under the ALAS polic}�. 4. Nondiscrimination. Leonard, Street and Deinard has in place an Affirmative Action/Equal Employment Opportuniry pian approved by the Human Rights offices in Saint Paul and Minneapolis, and by the Minnesota Department of Human Riahts. The firm is in compliance with that plan. Leonard, Sueet and Deinard does not discriminate on the basis of gender, race, ethnic origin, religion, physical handicap or other "protected" classifications under Minnesota or federal human rights law. 5. Cost Proposal Summary. As a general matter, the firm follows the requirements of Minnesota law in estimating fees for bond issues, and therefore does not quote fees based av�as. � 16 EXHIBIT G a�- � �� purely on a percentage of the principai amount issued. Instead, the firm estimates fees based on the di�culty of the legal issues involved, the amount of time estimated to be consumed b}• the uansaction, the seniority and expertise of the lawyers who w�ill be responsible for the matter. and other relevant factors. �Vith that preface: (a) For bond issues, the firm customarily quotes a fixed fee in advance of closine, and charges no more than that fee unless the circumstances of the transaction change materially (in which case, we try to alert the parties to that fact, and modify the fee quote well before closing). While fixed fee estimates aze the norm, the firm has no objection to compensation based on a per hour rate, a retainer plus bonus. or a budgeted fee system, depending on circumstances and the preferences of the City and HRA. The firm has experience with ali of those altematives. Where the City or HRA is issuing bonds to provide financing for their own activities (for example, for publicly owned parking facilities), as opposed to "conduit" financings, and especially where the transaction will be complex, we recommend that the City and the HRA consider a"budget" approach. Under that method, the total work involved is broken down into specific categories or tasks, and a budgeted level of compensation is assigned to each, payable upon successful completion (or, in the case of a bond issue, at closing). Other clients of the firm have concluded that a budget approach provides increased levels of prediciability and conuol over the legal work. (b) Upon request, we wili quote a not-to-exceed amount of fees for any particulaz transaction. �ie aze not wiiling to set absolute maximutns, however, in advance of being given adequate information about the financing for which we aze beine asked to assume the risk involved in capping our fees. (c) In addition to its professional service fees, the firm invoices for incurred disbursements. Where the disbursement is for amounts paid to third parties (e.g., courier services or Uniform Commercial Code filings fees), we chazge the amount through at our actual incurred expense, without mark-up. For internal costs, such as facsimile uansmission, duplication or messen�er service, those are aiso chazged at actual cost, without mark-up, but based on what it costs the firm on an annua] basis to make the service availab]e. Reductions of customary charges are available for lazge document duplication jobs and courier service rates are based on volume discounts usually available to the firm. (d) For matters not d'uectly related to bond issues, such as continuing disciosure matters and miscellaneous services, we propose that this firm and the City and /or HRA. as appropriate, enter into one or more legal services agreements, in very much the form as the legal services agreements which aze currently in effect between the City or HRA and this firm. For those agreements, we propose a ainas.� 17 q�b ►l� blended, reduced, institutional rate of $150 per hour for lawyer time, and $100 per hour for pazalegal time, in both cases plus disbursements. We wish to stress that Che firm has committed iuelf, as part of iu "covenant" with clients, to provide services on a cost-effective basis. See the "Ciient Covenant", Part 3. This does not always mean being the lowest-cost provider of a legal service. It does mean providin�, leeal services at a cost that is a better value for the money than any alternative. Particularly in ihe azea of public finance, where ambiguity in the law, and difficult judgmenu on the facts of particular situations, aze a way of life, an issuer of bonds as lazge and sophisticated as the City and the HRA cannot afford anything less than the highest quatity of legal service. The consequences of an IRS investigation or an SEC enforcement acrion could be disastrous, especially to the Citp and HItA's mazketplace reputation. We think it a prudent use of the City and HRA's resources to obtain the quality of legal services needed to avoid the reality or even possibility of those things. We think Leonard, Sueet and Deinard is qualified to provide public finance legal services at the level of quality needed, and on a basis which is cost-effective. 412748.1 18 ��- l t`l PART C ANALYSIS OF LEGAL RELATED CIT'I' AND HRA EXPENDITURES �� K �� This part of the joint report by the City Attomey and Finance Director presents financial information.on the total expenditures on legal services, the type of service purchased, the agency, City or HRA, making the purchase, the department making the eapenditure and the law firms that earned the largest share of the City and HRA business from 1994 to 1997. Eazlier reviews of this data were incomplete because partial year data were used for 1997 and some coding inconsistencies did not identify all expenses until this fuller analysis was undertaken. This review concludes that all expenditures were consistent with City policies. However, the growth in the use of outside counsel must be reevaluated on a benefit/cost basis. Duriug the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. Also, more consistent accounting practices at the department level will improve the adminisuation's ability to monitor these expenditures in the future. Definitions Although all the expenditures were within budget and consistent with Council resoluuons regarding the use of outside counsel, this analysis found some inconsisiencies in how expenditures are recorded in the City's accounting system. Most payments to law firms were coded as legal services (code 0218), but some were coded using other codes: 0207 - Other Civil Court Costs 0219 - Fees - Other Professional Services 0299 - Other Misc Services 0447 - Claim Ezpenses (Workers Compensation) 0545 - City Contribution to Ouuide Agency (2 Payments to Doherty Rumble) 0601 - Cost of Bond Issuance 0789 - Misc (Included under Sueet, Sewer, Bridge Improvements) 0898 - Building Improvemenu The inconsistent approach to coding makes it difficult to generate reports useful to the administration and Council to monitor expenditures for legal services. Steps will be taken by the Accouniing Division to inform and uain department staff on appropriate codes to use. Not all payments to law firms are for legal services. Examples of these payments are lobbying, mediafion, research or similar services where the knowledge and skills of a legally trained professional might be advantageous but not required to provide the service. For this report we have included these expenditures as legal services because other analyses of these expenditures treated them as such. a�- � �7 2 There aze other expenditures for copies of documents or other materiais in the possession of a law fum, registrations at semivars, and other charges that require a payment by the City to the law firm but no professional service, legal or nonlegal, is given. R'e l�ave not included the latter type of expenditures in this analysis. Finally, settlements and judgements aze frequently paid to the plaintiff through the law firm representing the plaintiff. In those cases, although the expenditure is a legal one, it is not a payment to the taw firm for services delivered to the city. When it was cleaz that the payment was for this type of expenditure, it has not been counted here. The Finance Department is reasonably certain that the tables displaying the information for the four year period contain a full accounting of the expenditures defined above. Every effort was znade to ensure that the data were collected and organized appropriately, but it is possible that some expenditures were not described with su�cient clarity to assign them to the most appropriate category. This should not, however, materially alter the analysis. Also, all eapenditures are recorded in the year in which the check was issued. It is possible that some services provided in 1993 were paid in 1994 and are counted in 199A. Likewise, some services provided in 1997 may not have been completed or may not have been bilied and paid until 1998. � � � . �. . Although the same employees staff the City administration and the HRA, this report separates ihe legal expenditures between the City and the HRA. In the period under review the Ciry paid $2,057,428 to law firms for legal services including bond opinions, lirigation, or legal advice that might otherwise be given by a member of the City Attorney's staff. The HRA paid $649,061 to law firms for the similar services. Table t: Total �egat 6cpendRUres G1ty HRA Totai 1994 370,718 190,653 561,372 1995 504,743 169,575 674,318 1996 354,552 30,444 3&4,995 7997 827,415 258,389 1,085,804 7otaf 2,057,428 649,06� 2.706,488 �- � i� Bonding and Development Tlie major expenditure for legal relatecl services in the last four years has been for legal work related to capital projects. This would include our annual program of capital improvement approved through the CIB process and the development projects, which are generally approved by the HRA and the City Council. The lazgest projects aze reported separately for each of ffie four years. Other bonding and development projects are combined. The annual program of capital improvement is rather straight forward and the legal work associated with it is not very complex. The average legal cost associated with these bonds is about $17,000. More complex development and bonding projects like Midway Market Place and Block 39 require extensive attomey participation and result in much lugher total charges. A major bond issue, such as Midway Markeiplace in 1995, will result in spikes in the expenditures for a single year. However, this does not mean that higher hourly rates are paid. For exaznple, the hourly rate for the Tax Increment Revenue Refunding Bonds ( the "Advanced Refunding Bonds") in 1997 was $129.00 per hour. For Block 39 the hourly rate was $146.00. The bond market requires that the bond counsel opinion required for the issuance of bonds be done by an outside firm. <..,- :.�....:_-�_• --'.._...�� - �Y 103,092 347,236 97,929 127,767 676,�5 FF�A 88�804 140.479 10,227 75,000 314,510 Totaf 191,896 487,715 108,156 202,767 990,534 .,.- �- >•• - _• -�.- • - Ff�A 4,431 883 151 59,960 65,426 Tdai 28,183 34,373 49,151 288.561 400�269 �Y 23,752 33,490 49,000 228,601 334�843 Q� i ��1 � Table 4: Bonding and Development ExpenEiture by Project Athletic Club AnnuaIC1B Issue Block 39 - Law son Dow ntow n TIF Midw ay Market Place HRA Parking Bonds NHL Franchise Negotiations Rice & Arlington RiverCenter Arena Sales Taz - HRA 95-4112-tU Science Museum of Mn Schnitzer DeveUHubbard Water Utility Oiher To ta I ii ai n The other service for wluch outside legal services are employed most often is litigation. Some of the litigation is specialized and contracted out on a regular basis such as workers compensation matters. Other cases are unique and require special expertise. As will be noted below this work will expand and cornract as the City is engaged iu more complex litigation. These expenditures were higher in 1994 and 1997 than they were in 1995 and 1996. The following table shows the annual expenditures for the period under review. 1994 0 18.041 0 0 87,500 0 0 0 0 0 0 75,150 39,368 220,079 1996 0 22.941 0 0 0 0 0 34,995 0 28.000 49,000 0 15.171 7.2D0 757,307 1997 1 1.242 17.385 75,000 90,000 74,744 0 79,255 0 14,666 U 138,705 41 366 0 15,567 491 .329 To fa I 39,551 69,674 75,000 90,000 378,365 110,000 79,255 34,995 14,666 78.U0� 187,105 41 ,366 9D,321 102,505 1,390,803 Table 5: Ld'gation Related Ezpenditures '1994 1995 1996 1997 Totai 1995 28.309 17,308 0 0 276,127 110,000 0 D 0 SU,000 0 0 0 40,35D 522,088 City HR4 Total 147,519 43,962 191,460 40,254 7,158 47,412 35,548 0 35,548 103,347 107,043 210,389 326,667 158,163 484,829 Tabie 6: LRigation Expenditures by Matter 3rd and Marie 1171 Selby Ave Partnership 7th Place/Nimmer A Iter Trading Baloga v. Maccabee � Belville v. City Employment Related Wolfson V. St Paul Othef Tota1 1994 0 0 0 0 '109,728 38,537 0 90 43,125 191 ,480 1995 0 0 0 0 0 7,934 0 76,398 23,080 47,412 1996 16.671 �3,019 0 5,858 0 0 0 0 0 35,548 199� 13,452 41,365 65,949 61,383 0 0 22.9�8 0 5,262 2t0,389 Total 30,122 54.384 65.949 67,241 109.728 46,471 22,978 16,488 71 ,467 484,829 I � This expentliture w hich w as made in 1994 w as incurretl in 1993. f �-�� 5 .,. .,. This category covers special legal advice - including advice that might be sought at the request of the Council. For example, the Ciry Attomey sought counsel on the City's Vendor Outreach Program. It also includes the advice or assistance provided under special circumstances, for example, mediating the resolution of some labor issues related the joint powers agreement establishing the Saint Paul - Ran�sey County Health Department. Tabie 7: Fxpert Advice Related Expendkures L in 1994 1995 1996 1997 Total City HR4 Total 71,395 53,457 124,852 83,596 21,054 104,650 171,574 20,066 191,640 210,200 16,386 226,585 536,765 110,963 647,727 Although law firms are not the only businesses that provide assistance i;n this area, it is quite common for law firms to have a public affairs secuon that specializes in assisting organizations, including municipalities, to present their interests to the legislature or other regional bodies, such as the Metropolitan Council. Tabie 8: Lobbying Related 6cpend"Rures 1994 1995 1996 1997 Total Cdy HRA 24,960 168 501 157.501 183,129 0 0 0 0 0 Total za,sso 168 501 '157,501 183.129 �� - � �� 6 �_, �•�� i :. � �•,,,i��•� The use of legal counsei is generally limited to a small number of city deparpments as is confirmed by the following table which shows expenditures by department for this period. In a normal year, the City Attomey's Office, the Treasury Section of the Office of Financial Services, and PED(HRA account for most of the legal expenditures in the City. Table 9: Legal ExpendRures by Department Cfty Attorney RiverCentre Treasury PED Technology and Mgmt Serv Labor Relations Water Utildy Afl Other Departments Total 1994 203,081 9,297 28.714 236,542 0 0 75,150 8,588 561 ,372 1995 60,570 26,678 341,299 222,898 0 0 0 22,873 674,318 1996 153,087 7,337 97,929 104,915 21,727 0 0 � 384,995 1997 269,534 128,220 109,559 453,224 21 ,684 74,828 0 0 1,085,804 Total 686,271 171,533 577,501 1,017,578 1,638,490 74,828 75,150 31,462 2,706,488 Annual Payments to Law Firms Over the past four years, law firn�s have performed legal services on various matters for the City of Saint Paul. The following table shows the principal firms and the amount paid to those firms for the four years under review by this report. More detailed informauon is being distributed with the summary data contained in this report. Approximately 80 percent of the City/HRA legal work is bandled by four firms. However, over 30 firms have been employed for vazious legal services between 1994 and 1997. Bnggs & Morgan Doherty, Rumble Dorsey .lardine, Logart Kennedy and Greven Leonard, Street Maum 8 Simon Miller, Van Eaton Oppenheimer, Wolff O'Neill, Grills Ratw ik 8 Roszak Winthrop & Weinstine Other Tatal 1994 208.728 0 28.080 100,027 0 69,583 0 0 706,936 0 0 9.9 7 5 38,102 561,372 1995 300,612 D 10,620 49,314 750 65,206 22.915 0 180,953 8,672 0 4,233 37,042 674,31 S 7996 142,414 11.372 875 59,957 0 45,691 0 27.727 14,625 501 0 54,063 33,770 384,995 1997 418,006 10.128 2.227 107,315 0 190,949 18.727 21.684 40,000 162.324 80,440 11,530 23,072 i ,085,804 Total 1,069,�63 21,500 41.802 376,613 750 371,429 41.042 43,4 7 1 342,514 171,497 80,440 79,741 125,987 2,706,488 �-�� con�i��o� The growth in ezpenditures for legal services in 1997 was due to several factors. The refunding of the Downtown Tas Increment District Bonds, reducing the debt by about $24,000,000 and two major development projects: the Block 39 (L.awson Project) and the RiverCentre Arena (Arena Construction Project) resulted in higher development and bonding legal expenditures. In addition, the Arena project requires state funding and expenditures were made to a law firm for lobbying services for the City. Finally, the 1997 expenditures include one time expenses for mediation services related to the joint powers agreement with the County for the wmbination of the City-County Health Departments and for legal work associated with the cable franchise. Although some of the expansion was due to one time events, the overall growth in the use of outside counsel must be reevaluated on a benefit/cost basis. During the planning for the 1999 proposed budget an analysis will be made regarding the short and long range benefits of bringing some of this work in-house. The coding practices differ to some extent from department to department. As a result, assumptions made by Accounting Section staff on what they would fmd by running particular reports were incozrect. This required extensive research to ensure that all legal costs had been identified. Accounting Section staff will distribute written instructions to department accountants and work with them to secure consistent coding practices and to ensure adequate descriptions are provided for the expenditure. �-� �� ADMINISTRATIVE PROCEDURES FOR EMPLOYMENT OF OUTSIDE LEGAL SERVICES Legal assistance and advise must be sought from the City Attorney prior to seeking outside legal counsei. All legal counsel to the City or the HRA must be coordinated by and be under the direction of the City Attomey's Office. A written contract with the firm providing the services must be approved by the City Attomey and the Director of the Office of Financial Services. Payment of invoices from legal counsel must be reviewed and approved by the City Attorney's Office prior to issuance of a City ar HRA check. All payments must be made using the codes, deseriptions and procedures designated by the Office of Financial Services, Accounting Section. Monthly accounting reports will be submitted by the Accounting Section to the City Attorney listing by department all legal expenditures made in the preceding month. H \USERS'�SUDGSTDECISCiTYAiTRRF6E5�199TLEC�COS�SS RYI' 0 w O � ti O W ti O N b d .• 0 � W H W O 'f O d N N < W O r. (p .- ` .. 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V P N� A� A� � 2 v� i O-� W V' W W O O�O N� N � � O��O O � V� W VI � O� O��-1 N� O P V� O� P�-• P� �� r V� V +� �`� P V� V P� P �O � `O ' `O ' W W N O� O� O� }� � VI p� � O� W O O�+ P V' V N' N N� OJ P `O '`O V' V O� O� O� O F lI� `O ' O� O� N�P�OV M'WOV�OO V��V� P�P P'N1� l��1� V�'N T' P� 1� �N�OW O� O� O� �. � � � �. �. �. � , r � � � � �G �C �t �G n a » „ � r r r � � rY r4 N �'1 rY O O O O O O O O > > j > > > > � � ° m � � � � � � � � i y ti N O 0 � m ; .. a ^ N n � m O w ti O N O � m -1 A O µ N C ^ a � O N N N y N x O n m ti O N y = 1 -1 1 O � O N O y � W � N . 1 � � .. 3 � O � O � » � O N f� ^ N N J N 1 N •• n •• O •• �n �A J J � N � ti � 3 � � N n J O O S a � m w w C � N £ N � J N r O S 3 O � -�1 1� l r � RI N O N T �. a a � � a �o �n m P � O CY - O �O J W N � N ^ d� m m p � N m Q r � r a O � C K m � m w � w � � z W � 3 N O � w � N 3 J � O � n � �� i � n � ti �m �o 1 A � < S � O � 1 � N � i y i N � C n�m o � ��n y m � 0 A � < 'O -I 3 � O O f1 � O � 0 � � .. < � m � n a m N�� N�� N� N 1�n � A� C�� fR � W !A �� tli M tli � M fA � Hf tR ! 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N � .. r a C+ O w N 7 � O N d .. 0 J O f1 N F ti ]C -i j � N O !D O O -� N W N W `G v � �p .. ry �. G �. N -� 1 N < < � � D � �. < N N �G �f N ' � p v W � v > > d � N N N � < �. n � C » b S W N •� n N N O O N O N N � .. � O W N N D � ' O N H N W O d � n N � � .. r � N � ti N O N N ^ .. o'. G N D M 1 � � < m D O � � U J ti r N H W �O 930 � -i 10 � N � m m � m � v iv a � A �nViN � O , (l �o �� pJ N A N N N Q D � C -� N d � A 3 W � � 3 � CI � D �m �o � A i K C W n b H m 0 A N m y, d.' � w w� w r� w w w� x�� w� w� w w� w r � rr ; v. � w w� w� w� «p �� o O i A O� ��O M i W i W J W i W i W� W i W N r N i N r N i M i C V N � N O � P P N � W ' CO � W � W v� � � � � � � � `O lli `O ' �O � `O � �O � Z O h� f W� V v� V `0 ' V N U� � v� � vi � �n � V� P f N� N� N� N� �-1 pJ p. � pJ P W�p W� N O O� O' O� O r O N� N� N� N� OJ A N� N � N� N� � J P �n W V � V �n � V � � � .• -' -` `^ ' `n ' v" `^ ' o �n o � o r o � o � �� V� W O O V� � V� P� N lA � �A ' N� �A � V� O� O� O� O r O O O� O� O� O� ^. n. 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