5.b) Review Draft of Contract for Legal Services � �
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SCANDIA
Staff Renort
Date of Meeting: December 11, 2012
To: City Council
From: Kristina Handt,City Administrator
Re: Review Draft of Contract for Legal Services
Agenda Item#: S.b)
Background:
At the Special Meeting on November 27th, Council directed staff to compile a contract for legal
services with Eckberg Lammers. A copy of the proposed contract is included in your packet.
Issue:
Is the proposed contract sufficient?
Proposal Details:
The proposed contract is consistent with the proposal submitted by the firm in November. It
covers a period of three years. Hourly rates would be $150 in the first two years and increase to
$155 in the third year. The Council meeting rate would be a flat $200. Paralegals and Law Clerk
research would be billed at $125 per hour. A flat fee of$3,000 will be paid to cover services
until February 19, 2013 when Eckberg Lammers would replace the current city attorney.
One item the Council may wish to consider further is the termination clause. Currently proposed
is a 60 day notice. In past contracts the Council has had a 90 notice. Is the 60 day notice
sufficient time to allow the city to go through an RFP process should they be given notice and
need to find new counsel?
Nick Vivian will be at the meeting to answer any additional questions you may have.
Fiscal Impact:
The draft 2013 budget includes $70,000 for legal services. This includes both civil and
prosecution.
While the hourly rates proposed by Eckberg Lammers are hirer than the current City Attorney,
staff believes their familiarity with municipal issues,history of working in Washington County
and with communities of similar size, along other procedural changes will result in lower overall
charges.
Options:
1) Make no changes to proposed contract and direct staff to place it on the consent agenda
for 12/18/12 meeting.
2) Amend the contract and direct staff to place it on the consent agenda for the 12/18/12
meeting.
3) Place contract on general business agenda for 12/18/12 meeting.
CONTRACT FOR CIVIL LEGAL SERVICES
This CONTRACT FOR CNIL LEGAL SERVICES ("Agreement") is entered into by
and between the City of Scandia, Minnesota, with its principal office located at 14727 209th
Street North, Scandia, Minnesota, 55073 ("City") and the law firm of Eckberg, Lammers,
Briggs, Wolff & Vierling, P.L.L.P., with its principal office located at 1809 Northwestern
Avenue, Stillwater, Minnesota, 55082, for the purpose of utilizing the Law Firm to provide civil
legal services to the City.
RECITALS
A. The City Council of the City has preliminarily selected the Law Firm to provide
civil legal services to the City. Upon the execution of this Agreement, the Law Firm will
provide civil legal services to the City, and will exclusively provide such services commencing
on or about February 19, 2013 ("Commencement Date"), or at a different such date as agreed to
by the parties hereto.
B. The City and the Law Firm desire to enter into a contract for three (3) years with
hourly rates outlined as follows, with charges billed in .10 hour increments:
Year One(January 1, 2013 —December 31, 2013) $150.00
Year Two (January 1, 2014—December 31, 2014) $150.00
Year Three (January 1, 2015 —December 31, 2015) $155.00
City Council Meeting Attendance: $200.00 per meeting
Paralegal Services: $125.00 per hour
Law Clerk-Research: $125.00 per hour
C. Prior to February 19, 2013, the Law Firm shall charge a flat fee of $3,000.00
which shall be billed in January of 2013 for transitional services provided prior to
the Commencement Date.
NOW THEREFORE, IN CONSIDERATION OF the mutual promises contained
herein and other good and sufficient consideration, the parties agree to the following:
TERMS
1.1 Scope and Nature of General Counsel Services: The parties agree to the
following description of the nature of the legal services to be provided by the Law Firm to the
City:
a. Attendance at regular City Council meetings. Attendance at special City
Council meetings/workshops, and City committee meetings (including
Planning Commission meetings) as requested. All Council meetings shall
be billed at a flat rate of $200.00. All other City committee meetings
attended shall be billed at the applicable hourly rate described above.
b. Review of City Council, City committee, and Planning Commission
agenda items and minutes.
c. Teleconference and in-person meetings with the City Administrator, City
Officials, and City department heads to identify issues of short and long-
term importance.
d. Drafting of and revisions to City ordinances, resolutions and regulations.
e. Drafting of municipal contracts, joint powers agreements, and the like;
Review of contractor/vendor bond and insurance documents.
f. Research and preparation of legal opinions on municipal or other legal
matters, including open meeting law/data practices issues and general
municipal employment matters.
g. Providing regular updates on significant developments in laws affecting
the City to the City Administrator, City Council and City staff.
h. Providing a yearly legislative update.
i. Providing regular in-service presentations as requested to City staff and
City officers on topics selected by the firm and City with special emphasis
on new developments in the law (e.g. labor issues/data practices
issues/land use issues).
1.2 Best Legal Practices Initiatives: In addition to the retainer services, throughout
the period of its representation, The Firm shall furnish regular "Best Legal Practices Initiative
Services." 'The services shall include on-site meetings with City staff and department heads and,
where appropriate, the City Administrator and City Council to perform the specified initiatives.
It is expected that the specified best practices initiatives may change as required by the growth
and change of the City. All practices shall be benchmarked against those of other leading cities,
not limited to cities in Minnesota. These services shall include,but shall not be limited to:
A. Municipal Infrastructure Best Practices: The Law Firm shall regularly:
1. Update the City Administrator and City Council on current methods of
funding needed municipal infrastructure including alternate methods of
securing infrastructure improvements.
2. Review and advice shall make reference to existing and new legislation
but also City-initiated methods of sharing or eliminating costs.
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3. Benchmark infrastructure cost recovery efforts against other leading cities.
B. Deparhnent Specific Best Practices: The Law Firm shall regularly review the
internal processes and procedures of City Departrnents to furnish
recommendations in order to:
1. Reduce or avoid future liability and litigation;
2. Benchmark department legal processes against other leading cities;
C. Planning/Engineering Legal Best Practices: The firm shall:
1. Perform annual review of Planning/Engineering documents related
documentation to ensure that the documents are up to date, consistently
utilized conectly and sufficiently protective of City financial and planning
interests,
2. Make regular recommendations for standardization of City documents,
development agreements and contracts and processes using templates and
checklists where advisable to improve efficiency and predictability,
3. Devise solutions for avoidance of liability and litigation, and assurance of
proper development close out including recordation of all necessary
conveyances,
4. Regularly benchmark Planning/Engineering legal processes,
, documentation and against other leading cities;
D. Zoning/Subdivision/Regulatory Ordinance Best Legal Practices: The Law Firm
shall regularly:
1. Furnish examples of, and suggestions for, zoning, subdivision and
regulatory ordinance improvements and modifications based upon needs
identified by the Law Firm and the City and also based upon legislative
changes;
2. Benchmark such ordinances against other leading cities;
1.3 Other Matters: The parties contemplate that the Law Firm may also provide
civil legal services outside the scope of services covered by the general and "best practices"
service as described in paragraphs 1.1 and 1.2 above. These services shall be handled as follows:
1.3.1 Contested Case Matters: The Law Firm will provide, and the City shall
utilize the Law Firm for representation in, contested cases, provided the
City has the right to select counsel in the contested case, and provided the
City determines, in its reasonable discretion, that the Law Firm has the
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skill and experience to represent the City in a fashion that the City deems
to be in its best interests given the expertise, costs, and litigation service
delivery available from other law firms in the Twin Cities Metro area.
These legal services will be billed to the City in accordance with a
separate agreement between the parties hereto.
1.3.2 Bond Attorney Matters: The Law Firm is a"nationally recognized bond
counsel" under the requirements of The Bond Buyer's Municipal
Marketplace (also known as the "Redbook"). The Law Firm will
therefore perform public finance, economic development, TIF, bond
counsel, and other finance legal services for the City.
1.3.3 Prosecuting Attorney Matters: The Law Firm recognizes that the City
is under contract with a different law firm for the provision of prosecution
legal services. The Law Firm will therefore not perform legal services as
a prosecuting attorney, except as otherwise directed by the City or as
required in a conflict situation with the City's prosecuting attorney (and as
agreed to by such prosecuting attorney). The Law Firm will work with the
prosecuting attorney in the transition of any matters from civil to criminal
representation, and vice-versa.
2. Reimbursable Costs and Expenses.
2.1 General Rule: The City will reimburse the Law Firm for actual,
necessary and reasonable costs and expenses incurred by the Law Firm in
the performance of the legal services contained in this Agreement.
2.2 Specific Rates:
Description of Costs Rate
Mileage I.R.S. Rates (except local)
Parking Actual Cost
Meals No Reimbursement
Photocopying $0.20 per page
Facsimile to Client $0.20 per page
Facsimile from Client $0.00
Long Distance Telephone $0.00
Transportation time and reimbursement $0.00
Phone calls from Staff/Council $0.00
Postage Actual Cost
Messenger Actual Cost
Court Costs/Filing Fees Actual Cost
Arbitration Costs Actual Cost
Other Contested Case Costs Actual Cost
Document Recording & Closing Fees Actual Cost
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Court Reporter Transcription Fees Actual Cost
No Char�es for the followin�:
WestLaw/Lexis Research Fees/Computer Time
Enhancements to out-of-pocket char e�or processin�
Administrative billin�s for file setup and computer entrv
Electronci copies of documents
3. Matters Covered by Insurance: The Law Fi�n will assist the City in
submitting claims for insurance coverage to various insurance carriers.
Whenever a claim is made with an insurance carrier, which arises out of a legal
issue within the scope of this Agreement, the City will recommend that the Law
Firm be utilized by the insurance carrier in the matter for which the claim is
made. The City may recommend the Law Firm to an insurance carrier for claims
arising out of matters which are outside the scope of this Agreement. At the
point in time when an insurance carrier admits coverage, and to the extent that
such carrier will provide retroactive payments for attorneys' fees, the Law Firm
will receive its payments for services rendered from the insurance carrier and not
from the City. To the extent that an insurance carrier does not pay for legal
services rendered by the Law Firm, including any deductibles, the City will pay
the Law Firm for services rendered at the rates charged to the insurance
company, subject to billing and payment provisions of paragraph 5.
� 4. Conflict of Interest and Attorney/Client Privilege Issues:
4.1 Conflict of Interest: The Law Firm will notify the City if the Law Firm
represents or has ever represented an opposing party in a legal matter.
4.2 Attorney/CGent Privilege: The Law Firm is authorized to utilize e-mail
without encryption to transmit and receive confidential client information.
The City specifically acknowledges that it understands the confidentiality
risks associated with inadvertent interception of such information.
5. Billing Format, Cycle, Payment Expectations and Interests.
5.1 Billing Format: The Law Firm will submit monthly statements, for both
retainer and non-retainer matters, itemizing legal services rendered for the
prior month broken down into easily understandable categories.
5.2 Billing Cycle: The Law Firm will bill monthly for legal services rendered
in the prior month. Generally, bills will go out approximately 10 days
after the end of the prior month.
5.3 Payment Expectations: The City will pay the bill of the Law Firm
routinely according to its internal payment procedures by forwarding a
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check to the Law Firm paying for both legal services and expenses shown
on the Law Firm's bill.
5.4 Disputes: In the event that the City disputes any aspect of the Law Firm's
bill, the appropriate City representative will contact Nicholas J. Vivian at
the Law Firm stating the nature of the dispute.
5.5 Term: The term of this Agreement will be from January 1, 2013 through
December 31, 2015. The Law Firm recognizes that the firm currently
providing civil legal services to the City is expected to cease providing
such services on or about February 19,2013.
1. During the term of this Agreement, either party may terminate this
Agreement upon 60 calendar days' written notice to the other
party.
2. The parties agree to mutually evaluate the usage of legal services
at any time, and at a minimum annually during this Agreement to
evaluate usage and identify areas where modification(s) in the
parties' relationship may be mutually beneficial.
5.6 Authorized Contact Persons: Nicholas J. Vivian will act as lead
attorney for the City. Andrew J. Pratt will act as the assistant attorney and
public finance counsel. However, the parties contemplate that other
attorneys in the Law Firm will also be providing services to the City
subject always to advance approval by the City.
5.7 City Approval: Subject to the timing provisions of this Agreement
described above, the Law Firm is authorized to commence providing civil
legal services to the City upon the execution of this Agreement by the
City.
6. Malpractice Insurance: At all times while this Agreement is in effect, the Firm shall
maintain professional liability insurance issued by an insurance company licensed to
do business in the State of Minnesota and with policy limits not less than $500,000.00
per claim and $1,500,000.00 in the aggregate. Not less frequently than annually, the
Firm shall provide the City with a Certificate of Insurance establishing that the Firm
has met the foregoing requirements.
7. Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Minnesota and all disputes hereunder shall be venued in
the district court in and for Washington County, State of Minnesota and all parties
hereby agrees to the jurisdiction of such court.
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8. Binding Effect. This Ageement shall be binding on and inure to the benefit of the
parties hereto and the respective heirs, successors, assigns, personal representative
and executors of such parties.
9. Amendment, Modification, or Waiver. No amendment, modification, or waiver of
any condition, provision or term of this Agreement shall be made or of any effect
unless made in writing, signed by the party or parties to be bound or a duly authorized
representative, and specifying with particularity the extent and nature of such
amendment, modification or waiver. Any waiver by any party of any default
hereunder by another party shall not affect or impair any right arising from any
subsequent default. Except as expressly and specifically stated otherwise, nothing
herein shall limit the remedies and rights of the parties hereto under and pursuant to
this Agreement.
10. Severable Provisions_ Each provision, section, sentence, clause, phrase, and word of
this Agreement is intended to be severable. If any provision, section, sentence,
clause, phrase and word hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this Agreement.
11. Captions, Headings or Titles, All captions, headings, or titles in the paragraphs or
sections of this Agreement are inserted for convenience of reference only and shall
not constitute a part of this Agreement or as a limitation on the scope of the particular
paragraphs or sections to which they apply.
CITY OF SCANDIA
Dated:
By: Randall Simonson
Its: Mayor
Dated:
By: Kristina Handt
Its: City Administrator
ECKBERG,LAMMERS, BRIGGS,
WOLFF& VIERLING, P.L.L.P.
Dated:
By: Nicholas J. Vivian
Its: Partner
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