HomeMy WebLinkAbout[10a] Charter Franchise Agreement crr�•pt�KT�t�t�t CouncilAgendaltem 10(al
MEETING DATE: February 7,2013
AGENDA ITEM: ICable Franchise
SUBMITTED BY: Administration
BOARD/COMMISSION/COMMITTEE RECOMMENDA�'ION:
PREVIOUS COUNCIL ACTION:
BACKGROUND INFORMATION: The Charter cabl�franchise is in the renewal process and St.loseph has the
opportuniry to partner with the Cities of Sauk Rapids�Sartell,and Waite Park to review and negotiate the contract.
All cities have the same concerns and the costs woul4l be split between the four cities. St.Cloud has opted to
complete a targer review af the franchise and is not part of this agreement.
ATTACHMENTS: Request for Coun il Action
Joint Representat�ion Agreement
REQUESTED COUNCIL ACTION: If it is desired to be I�art of the review process,authorization to execute the Joint
Representation Agreement is required.
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JOINT REPRESIENTATION AGREEMENT
This Joint Representation Agreement(°Agrteerrient")is entered inta, by and among the Cities of
Sartell, Sauk Rapids, St. Joseph and Wait� Park, Minnesota (pCities") and Moss& Barnett, A '
. Professional Association ("Moss 8 Bamett'"�, conceming legal representation to renew the cable
television franchises held by Charter Comrriunications ("Char�er"). For purpose� of tliis
representation, Moss& Barnett understands that its'client is flie Cities not any of its individual
o�cers, agents or employees or any other entity.
Deflnitions
A. The term"Privileged Materials"shail refe�to all communications or tr�nsfers of any
Information, includng,•without limitation, dqcuments, factual material, legal analyses, mental
impressions af attorneys, memoranda, intelview reports, and the confldences of each City, - .
between or amon�g the Cities and/or their I�g�l counsel. Privileged Materials sha�ll exclwde all
materials subject to the Mirinesota Data Practices Act and other applicable local, state and
federal law,
Joint Representation
A. The Cities believe that there is a m+�tuality�f interest in preparing for and undertaking a
common and joint representation regarding renewal negotiations wifh Charker. ?hus,the Cities
desire to pursue their�camman interesfs and to avoid any suggestions of waiver of the ,
con�denfiality of any Privlleged Materials.
B. ln arder to pursue ihe joint represe�ntatton of the Cittes effectively,the mutual Intet�ests of
the �ities wilf be best served by engaging in certafn communications, including, but nat limited
to, the sharing of Privileged Materials. It i�a purpase of this Agreement�io en$ur+e'that all such
communications do not diminish in any way the confidentiality of sud�communicatiol�s,or of
any of the Privileged Materials on which such communications ars b�sed,and do not constitute
a waiver of any privilege ar protection o#herwise available. ;
C. Except as otherwise provlded in thiS Agreement or as required by law, the Cities and
Moss &Bamett wiN not disclose or dissemMnate to persons other than the Cities, their separate
lega)counsel and expert witnesses, any P�ivileged Materlals without the prior written consent of
the other Cities.
D. The Cities recognize that each of tNem has the right to independant counsel, but they '_
each choose to be represented by Moss & Barnett, r�otwithstanding the risk that their respective
interests might confHct. Furtherrnore, the �itles recognize#ha#any communications between
any of them and Moss & Barnett may be shared by Mass&Ban►e�t wlth each of them and t�at
each of them has a right to be informed of anytfting bea�ng upon the represetttation that might
affeat that Party's interests. Any request by one Party that informatfon be kept cor�fidential from
one of the other Cities may require Moss& Bamett to withdraw from representing any City.
E. The Cities acknowledge and agree that their intere�ts may confiict, in terms of the
handling, settlement, and negotiatlons involved with the renewal proc�eding, and furthe�agree
that it is not possibl�to foresee all of the ways ln which their interests may differ or conflict in
connection with, or arising out of, the handling, settlement, negotiations Involved with the
renewal proceeding. In the event that a conflict develops between the Citfes, then Moss &
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Bamett shall have the rfght to withdraw at any time and without providing prior notice, from the
�epresentation of or�e or more of the Cities, and to continue to represent one or more of the
Cities.
F. A City may withdraw from this Agreement after glving thirty{30}days'written notice io
the other, and this Ag�eement shall terminate upon the expirativn of said thirty (30} day period.
Notwithstanding the termination of thls Agreement, this Agreement shall continue io protect all
P�ivileged Materials which were created, communicated or transmitted prior to the termination
of this Agreement.
Engagement Conditions ,
A. The scope of the engagement is to assist tre Cities in connection with drafting and '
negoxiating a cable television franchise with Charter, advising the Cities regarding the
renewa! process to be followed and related services as direoted by the Clties. Moss &
Bamett's 2Q12'hourly rates for communicatians work on behalf of municipal cllents
ranges from $140/hour far paralegai work fo$3951hour for senior partner work Moss&
Barnett generalfy finds that the average houriy rate for municipal franchise renewal work
is approximately$275/hour.
B. Moss 8� Barnett will represent the Cities with Brian Grogan as the primary attomey
responsible for all services. While other professionals at.Moss& Ba�nett may pertorm
services on the Cities'behalf in connection with the senrices refer�nced above, it is
understood and agreed that Brian Grogan will not be removed or replaced as the
primary and responsible attomey for all services without the prior written consent of the
Cities, Moss & Barnett will use its best judgment to determine the rfiost economical use
of its attorneys and staff personnel.
C: The Cities will receive an itemized statement of its account from Moss & Barnett on a
monthly basfs, which summarizes the services rendered,and the costs and expenses ,
incurred on the Cities' behalf. Moss& Bame#t reserves the right to increase the hourly
rates of any attorneys and staff. Such increases will, however, not be imp(emented
' without the prior app�oval af the Cities, Time is billed by ihe one-tenth of an hour, which
is the minimum time charged for any service. Hi11ed time includes all time spent on the ,
Cities' behalf in connection with the matter referenced above, including conferences,
tefephone calls, drafting and reviewing of documents and rnemoranda, preparing and
reviewing of correspandence, negotiations, legal research, interoffice conferences, and
travel to and from locations away from the office.
D. The Cities will reimburse Moss & Bamett for all reasonable and necessary costs and
expenses which we incur on the Cities' behalf. These costs and expenses include '
charges for subcontract�rs working on the Cities' behalf, phvtocopying, delivery and
messenger services,WESTIAW,travel,food and lodging.
E. The periodic statement of accourrt which the Cities wlll receive from Moss& Bamett wiU
include a brief description of activity an the matter. We do not itemize all specific
services rendered on a particular date. The Cities will cont�ct Moss& Samett in writing
within thirty (30)days of receipt of its statement if the Cities have a question regarding
any charges on its statement. ff Moss & Barnett does not hear from the Cities, �will
assume that there are no questions or problems.
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F. All balances on the Cities' account�re due thirty(30) days after the date of the
statement. Interest at the legal rate�shall accrue on the unpaid balance of the Cities'
account from the due date.
G. Moss&Barnett is a general service'law firm that the Cities recognizes has represented,
now represents, end wi11 con#inue ta represent numerous clients nationally and
internationally, over a wfde range of fndustries and businesses and in a wide variety of
, matters. Giv�n this,without a bindimg conflicts waiver,conflicts of interest might arise
that could deprive the Cities or other clients of the right to select this firm as their
counsel. Thus, as an integr2l part di the engagement,the Citles agree that Moss 8
Barnett may, now or in the.future, r�present other enti�ies or,persons, including in
litigation, adverse to the Ci#ies on rr�atters that are not substantially related to {a)the
legal services that we have rendered, a�e rendering, ar in the future will render to the
Cities under the engagement and (b) other legai services that we have rendered, are
rendering, or in the future wilk render to ttte Cities (an"Allowed Adverse .
Representation"). The Gities also agrees that it will not assert that either(a)this firm's
� representation of the Cities in any past, present, or future matter or(b) this firm's actual,
or possible, possesslon af confidential information belonging to the Cities is a basis to
disqualify ihis firm from representing another errtity or person in any Allowed Adverse
Representation. The Cities agrees that any Allowed Adverse Representation does not
breach any duty that this firm owes to the Cities.
H. Moss&Barnett assures that its services will be accomplished in a timely manner and
with the cooperation and assistance of the Cities. In this regard, the Cities agree to
designate a contact whom Moss &Barnett will corrtact and who will regular{y review,
discuss, and r�eet with Moss& Barnett regarding the services provided,the time for
performance of the services, and to assist in arranging meetings, conferences, and
other arrangements with the Cities' personnel to facilitate the pertormance of services
by Moss &Barnett and to ensure that a!I informatibn and issues required for review by
the Cities are made available ta Moffis & Barnett. The City designates Jan A. Petersen,
City Attorney of Sartell Minnesota, as its contact person for this project. Mr. Peterson
will also be the sole contact for billin�g matters and Mr. Peterson will allocate the bill in
, accordance with the proportionate share agreed upon by the Cities.
SarteA 38°!o share
Saul Rapids 31% share
St. Joseph 15�o share
Waite Park 16°�share .
i. Afthough Moss &Bamett is not req�ired to do so, it is Moss &Bamett's policy to retain '
files for ten (10)full calendar years�fter a file has been closed. Files will thereafter be '
destroyad unless the City specifically dlrects us otherwise. If the Cities wishes all o�a s
part of the Citi�s'file returned, plsa�e notify Moss 8� Barnett as soon as possible.
J. This Agreement contains all of the t�rms of the servicea and f{nancial arrangernent €
between the Cities and Moss 8� Barmett and can only be modifled by a writtert document '
signed by all partles hereta �
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K, This Agfeement may be executed in counterparts.
MOS3 &BARNETT, CITY OF 3ARTELL,MINNESOTA
A Prof Associ on .
By: . r s�;
rian T. Grogan, Esq., S hofder Jan A. Petersen, City Attomey
� Dated: January ��' �1�13 Dated: January . 2013
CITY OF SAUK RAPID8, MINNE80TA
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BY. _ '
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Its:
Dated: January .2013
- , CITY OF ST.J08EPH� MlNNE80TA
By:
it�;
Dated: January .2013
' CITY OF WAITE PARK, MINNESOTA '
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By. � '
�tS: /+1 A�16�l �
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Dated: January 9'� , 2013
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� MOSS&BARNETT, CITY OF SARTELL, MINNESOTA
A P Associatio
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� By: . By:
B ' � 7. Grogan, Esq.,� reholder Jan A. Petersen� City Attomey
Ds�ted: January a�' , 2013 Dated: January , 2013
CI7Y pF�A�fi NESOTA
By:
i�:
Dated: January�� 2013
CITY OF ST.JOSEPH, MINNE30TA
By:.
i�:
' Dated: January , 2013
CITY OF WAITE PARK,MINNESOTA
By:
�� it�: .._ -
I� Dated: January , 2013
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