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9.b) Legal Services Agreement - Miller & Stevens Meeting Date: 12/20/2011 Agenda Item: �� / L> City Council Agenda Report City of Scandia 14727 209�' St. North Scandia, MN 55073 (651) 433-2274 Action Requested: Approve agreement for legal services with Miller& Stevens, P.A. Deadline/ Timeline: 3-year agreement, January 1, 2012 through December 31, 2014 Background: • After interviewing several firms on November 2 and 3, at its November 8 meeting the City Council selected Miller& Stevens, PA to act as the city's attorney for civil matters. • The proposed legal services agreement is attached. It is consistent with the firm's response to the City's RFP and has been reviewed by current City Attorney David Hebert. Recommendation: Staff recommends that the Council approve the agreement. Attachments/ • Lega1 Services Agreement(Civil) Materials provided: Contact(s): Thomas Miller(651) 462-0206 Prepared by: Anne Hurlburt, Administrator (legal services agreement) Page 1 of 1 12/13/11 LEGAL SERVICES AGREEMENT (Civil) THIS LEGAL SERVICES AGREEMENT ("Agreement") is made and entered into this day of , 2011 by and between the CITY OF SCANDIA, a Minnesota municipal corporation (the "City") and MILLER& STEVENS, P.A., a Minnesota professional corporation(the "Firm"). RECITALS A. City desires to retain the Firm to act as the City's attorney for civil matters; and B. The Firm desires to act as the City's attorney in such matters; and C. The parties hereto desire to establish the terms and conditions of the foregoing relationship by this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the City and the Firm hereby agree as follows: 1. Citv Attorney Services. The City hereby retains the Firm as its City Attorney to provide advice, consultation and representation of the City in non-criminal prosecution matters and the Firm hereby agrees to act as the City Attorney for the City in such matters. The services which will or may be provided by the Firm include but are not limited to: a. Providing legal advice and consultation to authorized representatives of the City; b. Attending regularly scheduled meetings of the City Council and as requested by the City, other meeting of the City Council, Planning Commission and other City commissions or committees; and c. Such other duties as the City shall from time to time request. 2. Term. The initial term of this Agreement shall be for a term of three (3) years commencing January 1, 2012 and ending on December 31, 2014 (the "Initial Term") and will automatically renew thereafter for successive, one (1) year periods unless re-negotiated by the parties. 3. Compensation. a. Rate. During the Initial Term, the City agrees to pay and the Firm agrees to charge the City attorneys' fees for the representation contemplated by this Agreement during the Initial Term at the rate of$110.00 per hour for the time spent by the Firm on all civil 1 matters, as evidenced by the attorneys' time records. In lieu of the hourly charge provided in the foregoing sentence, the City agrees to pay the Firm and the Firm agrees to charge the City a flat rate of$150.00 for regularly-scheduled council meetings. Any special meetings, work sessions, or other non-regular meetings will be billed at the hourly rate of$110.00 per hour. By written notice on or before the end of the Initial Term and the end of each extension term thereafter, with the approval of the City Council, the Firm may increase its hourly rate for the services provided hereunder provided that in no event will the hourly rate charged by the Firm to the City be greater than the hourly rate charge to the Firm's other municipal clients. b. Expenses. In addition to the above fees, the City agrees to pay all expenses when billed, whether accrued or prospective, including all costs and disbursements incidental to the handling of various City files, including, but not limited to, extraordinary photocopying costs, long distance telephone charges, and fees and expenses for any experts hired on the City's behalf. c. Billin . To the extent reasonable to do so, the Firm will open a new billing file for each specific matter as to which the Firm provides services hereunder. Matters not identified by specific file shall be covered under a Miscellaneous City file opened for each year of the Firm's representation of the City. The City understands that the time charges to such City files at the hourly rate then in effect will include all time spent on City files, including conferences, legal research, telephone calls, emails, drafting documents and pleadings, negotiations, handling secondary problems, travel time and attendance at hearings and trial. Charges will be billed in 1/lOth of an hour increments, with a minimum charge for telephone calls of 2/10"' of an hour. Itemized statements will be e-mailed to the City on a monthly basis and if received by the 10`h day of the month, the City will consider approval of such statements at the next regularly scheduled Council meeting for such month. Payment shall thereafter be made in accordance with Minnesota Statutes and the City's claims procedures. If there is any dispute as to any amount claimed by the Firm under this Ageement which can't be resolved by the parties hereto, the parties agree to submit such dispute to resolution by the District 19 bar association fee dispute resolution mechanism. 4. Miscellaneous. 4.1 Governin� Law• This Ageement shall be governed by and conshued 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. 4.2 Binding Effect. This Agreement 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. 4.3 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 2 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. 4.4 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. 4.5 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. Dated: , 2011. CITY OF SCANDIA By: Randall Simonson, Mayor By: Anne Hurlburt, Administrator Dated: , 201 l. MILLER& STEVENS,P.A. By: Thomas F. Miller, President 3 . � �6 ��U��� � LEGAL SERVICES AGREEMENT i� -� � -// (Civil) THIS LEGAL SERVICES AGREEMENT ("Agreement") is made and entered into this I 20ih day of ,December, 2011 by and between the CITY OF SCANDIA, a Minnesota municipal corporation (the "City") and MILLER & STEVENS, P.A., a Minnesota professional corporation(the "Firm"). RECITALS A. City desires to retain the Firm to act as the City's attorney for civil matters; and B. The Firm desires to act as the City's attorney in such matters; and C. The parties hereto desire to establish the terms and conditions of the foregoing relationship by this Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged, the City and the Firm hereby agee as follows: 1. Citv Attorne�Services. The City hereby retains the Firm as its City Attorney to provide advice, consultation and representation of the City in non-criminal prosecution matters and the Firm hereby agrees to act as the City Attorney for the City in such matters. The services which will or may be provided by the Firm include but are not limited to: a. Providing legal advice and consultation to authorized representatives of the City; b. Attending regularly scheduled meetings of the City Council and as requested by the City, other meeting of the City Council, Planning Commission and other City commissions or committees; and c. Such other duties as the City shall from time to time request. 2. Term. The initial term of this Agreement shall be for a term of three (3) years commencing January 1, 2012 and ending on December 31, 2014 (the "Initial Term") and will automatically renew thereafter for successive, one (1) year periods unless re-negotiated by the parties. 3 Termination Either the City or the Firm mav terminate this Agreement at an ty ime durin� the Initial Term or any succeedin� extension term b�providin� the other partv not less than ninety (90) davs advance written notice. Each party acknowledges that such ninetv (90) dav period is adequate to allow it to take all actions required to adjust its operations in anticination of termination. 1 � 3-4. Compensation. a. Rate. During the Initial Term, the City agrees to pay and the Firm agrees to charge the City attorneys' fees for the representation contemplated by this Agreement during the Initial Term at the rate of$110.00 per hour for the time spent by the Firm on all civil matters, as evidenced by the attorneys' time records. In lieu of the hourly charge provided in the foregoing sentence, the City agrees to pay the Firm and the Firm agrees to charge the City a flat rate of$150.00 for regularly-scheduled council meetings. Any special meetings, work sessions, or other non-regular meetings will be billed at the hourly rate of$110.00 per hour. By written notice on or before the end of the Initial Term and the end of each extension term thereafter, with the approval of the City Council, the Firtn may increase its hourly rate for the services provided hereunder provided that in no event will the hourly rate charged by the Firm to the City be greater than the hourly rate charge to the Firm's other municipal clients. b. Expenses. In addition to the above fees, the City agrees to pay all expenses when billed, whether accrued or prospective, including all costs and disbursements incidental to the handling of various City files, including, but not limited to, extraordinary photocopying costs, long distance telephone charges, and fees and expenses for any experts hired on the City's behalf. c. Billin . To the extent reasonable to do so, the Firm will open a new billing file for each specific matter as to which the Firm provides services hereunder. Matters not identified by specific file shall be covered under a Miscellaneous City file opened for each year of the Firm's representation of the City. The City understands that the time charges to such City files at the hourly rate then in effect will include all time spent on City files, including conferences, legal research, telephone calls, emails, drafting documents and pleadings, negotiations, handling secondary problems, travel time and attendance at hearings and trial. Charges will be billed in 1/10"' of an hour increments, with a minimum charge for telephone calls of 2/lOth of an hour. Itemized statements will be e-mailed to the City on a monthly basis and if received by the 10`h day of the month, the City will consider approval of such statements at the next regularly scheduled Council meeting for such month. Payment shall thereafter be made in accordance with Minnesota Statutes and the City's claims procedures. If there is any dispute as to any amount claimed by the Firm under this Agreement which can't be resolved by the parties hereto, the parties agree to submit such dispute to resolution by the District 19 bar association fee dispute resolution mechanism. 5 Ma�ractice Insurance At all times while this A�reement is in effect, the Firm shall maintain professional liability insurance issued by an insurance companv licensed to do business in the State of Minnesota and with�olicy limits not less than$500,000.00 per claim and $1,500,000.00 in the a��re�ate Not less frequent�than annually,the Firm shall provide the Citv with a Certificate of Insurance establishing that the Firm has met the fore�oin�reQuirements. 4.6. Miscellaneous. 6.1 Governin�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 2 venued in the district court in and for Washington County, State of Minnesota and all parties hereby agrees to the jurisdiction of such court. 6.2 Binding Effect. This Agreement 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. 6.3 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. 6.4 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. 6.5 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written. � Dated: , December 20,2011. CITY OF SCANDIA By: Randall Simonson, Mayor By: Anne Hurlburt, Administrator � Dated: December 20, 2011. MILLER& STEVENS,P.A. By: Thomas F. Miller, President 3