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HomeMy WebLinkAboutIV.C. Campbell Knutson Legal Services Agreement 220289v1 1 AGREEMENT FOR LEGAL SERVICES BETWEEN THE HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY AND CAMPBELL KNUTSON, Professional Association THIS AGREEMENT, effective ______________, 2022, is by and between the HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY, a public body corporate and politic under the laws of the State of Minnesota ("HEDRA") and CAMPBELL KNUTSON, Professional Association, a Minnesota corporation ("Attorney"). NOW, THEREFORE, in consideration of the mutual undertakings herein, the parties hereto agree as follows: 1. SERVICES AND RELATIONSHIP. A. The Attorney shall furnish and perform general legal services for HEDRA as follows: 1. Legal Action: The Attorney will be involved in any areas where HEDRA faces legal action where the expertise required is specialized and not a part of services provided by the City Attorney’s Office. 2. Advisor to the City Council, HEDRA, Committees and Staff: As requested, the Attorney may act as advisor to the City Council, and related advisory committees on development and redevelopment matters. These functions may include attending specific City Council and HEDRA meetings and committee meetings as are requested by the City Administrator, Community Development Director, Economic Development Coordinator or City Council. These activities include the preparation of opinions on development legal issues and procedural matters. The Attorney may act as City legal counsel in negotiations and projects involving Developers. The Attorney may need to attend City Council, HEDRA and other Commission Meetings upon request from the City Administrator and/or designee. 3. Development and Redevelopment Projects: The firm will also provide counsel on matters of economic development activities including development, redevelopment, enforcement, business subsidy requirements, tax abatement, HRA and TIF plan/amendment preparation and property and real estate law and property sales and acquisitions. The from may also review Grant Agreements (Federal, State, Non-Profit), local loan 220289v1 2 agreements and TIF, Tax Abatement, business subsidy and development agreements. 4. Miscellaneous Legal Issues: In addition, the Attorney’s office is involved in areas such as negotiation for the acquisition, sale or transfer of title to personal property on development projects and preparation of appropriate documents. B. The Attorney shall be engaged as an independent contractor and not as a HEDRA employee. The Attorney is free to contract with other entities. 2. TERM. It is anticipated that these services will be provided by the Attorney to HEDRA of a term of two (2) years from the date of approval of this Agreement by HEDRA, subject to the following: A. The Attorney shall serve at the pleasure of the Board of Commissioners of HEDRA, and this Agreement may be terminated without cause by resolution of the Board of Commissioners of HEDRA. B. The Attorney may terminate this Agreement at any time, provided that the Attorney shall give HEDRA sixty (60) days written notice before the termination becomes effective. 3. FEES/PAYMENT. A. Attorneys - $225.00 per hour, Legal Assistants/Law Clerks - $90.00 per hour. B. Pass-through Legal Services: The customary hourly rate of the particular attorney doing the work, ranging from $250.00 to $350.00 per hour, for legal services that are to be passed through to third parties according to HEDRA's policies. C. Costs: Out-of-pocket costs are actual costs without mark-up. Costs include:  Westlaw Research  Filing or recording fees  Postage of 50¢ or more  Photocopies at 20¢ per copy  Litigation (court filing fees, expert witnesses, acquisitions, subpoenas, service of process, etc.) 220289v1 3 D. HEDRA will pay for services within thirty (30) days of receipt of a statement for services rendered. 4. INSURANCE AND INDEMNIFICATION. The Attorney will purchase and maintain sufficient insurance to protect the Attorney against a claim for legal malpractice. 5. MISCELLANEOUS. A. Governing Law. This Agreement shall be governed by the laws of the State of Minnesota. B. Entire Agreement. This Agreement supersedes any prior or contemporaneous representations or agreements, whether written or oral, between the parties and contains the entire agreement. Any modification or amendment to this Agreement shall require a written agreement signed by both parties. C. Data Practices. The Attorney agrees to abide by the applicable provisions of the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13, pertaining to privacy or confidentiality. The Attorney understands that all of the data created, collected, received, stored, used, maintained or disseminated by the Attorney in performing those functions that HEDRA would perform as a government entity, is subject to the requirements of Chapter 13 and the Attorney must comply with those requirements as if it were a government entity. This does not create a duty on the part of the Attorney to provide the public with access to public data if the public data is available from HEDRA, except as required by the terms of this Agreement. D. Assignment. The Attorney may not assign or refer any of the legal services to be performed hereunder without the written consent of HEDRA. E. Savings Clause. If any court finds any portion of this Agreement to be contrary to law, invalid, or unenforceable, the remainder of the Agreement will remain in full force and effect. 220289v1 4 F. Effective Date. This Agreement shall become effective upon its execution by HEDRA and the Attorney. This Agreement shall not be modified or amended without the approval in writing of HEDRA. Dated: ______________, 2022. HASTINGS ECONOMIC DEVELOPMENT AND REDEVELOPMENT AUTHORITY BY: __________________________________ Bruce Goblirsch, President AND _________________________________ John Hinzman, Executive Director Dated: ______________, 2022. CAMPBELL KNUTSON Professional Association BY: __________________________________ Andrea McDowell Poehler, President