5.1 ERMUSR 09-13-2022______________________________________________________________________________
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UTILITIES COMMISSION MEETING
TO:
ERMU Commission
FROM:
Theresa Slominski – General Manager
MEETING DATE:
September 13, 2022
AGENDA ITEM NUMBER:
5.1
SUBJECT:
Legal Services Agreement
ACTION REQUESTED:
Approve the Legal Services Agreement for Jared Shepherd to serve as principal legal counsel
effective January 1, 2023, and coordination with Peter Beck effective October 1, 2022.
BACKGROUND:
Peter Beck will be retiring at the end of this year as Elk River Municipal Utility (ERMU) legal
counsel and desires to transition with a new attorney in the last quarter of 2022.
DISCUSSION:
Peter Beck has been with ERMU for over a decade and has partnered with Campbell Knutson to
provide extended services when needed. Since he is retiring at the end of the year he has
recommended to continue with Campbell Knutson, and for Jared Shepherd to serve as our
principal legal counsel. The City approved Jared Shepherd as legal counsel with Campbell
Knutson earlier this year. Peter and Jared will both be at our meeting for introduction to our
Commission.
The Agreement will be effective October 1, 2022 for Jared and Peter to be able to coordinate a
smooth transition. Jared would be the principal legal counsel effective January 1, 2023. Staff
recommends approval of the Legal Services Agreement.
ATTACHMENTS:
• Legal Services Agreement
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AGREEMENT FOR GENERAL (CIVIL) LEGAL SERVICES
Whereas, Elk River Municipal Utilities, a Minnesota municipal utility ("ERMU"),
located within the County of Sherburne, State of Minnesota, desires to have certain attorney
services provided; and
Whereas, ERMU desires to have Jared Shepherd, in his capacity as an attorney for
Campbell Knutson, P.A., in conjunction with the firm of Campbell Knutson, Professional
Association ("Attorney") to serve as associate legal counsel for ERMU through December 2022,
and as principal legal counsel for ERMU beginning January 1, 2023; and
Whereas, the parties desire to more specifically identify the duties and responsibilities of
ERMU and Attorney.
Now Therefore, it is hereby agreed that this document by and between ERMU and the
Attorney shall be a binding obligation on behalf of the parties named.
I. Term
This Agreement shall be effective October 1, 2022, and terminable as provided in Section IX.
II. Scope of Legal Services
The general scope of services required by ERMU include, but are not limited to, the following:
• Attendance at the monthly ERMU Commission meeting as needed. Attendance at other
meetings as requested.
• Review of contracts as requested, including joint powers agreements, construction, lease
agreements, and the like.
• Representation of ERMU in the acquisition of properties and construction of facilities.
• Review of ERMU Commission agenda item materials.
• Defend ERMU in all litigation, except in those cases where insurance companies are
required to exclusively provide defense, or where ERMU chooses to hire specialized or
other legal services. The Attorney is responsible for monitoring and coordinating with the
selected representation.
• Meeting and/or telephone conversations with and advising the ERMU Commission and
staff on general legal matters.
• Research and submit legal opinions on legal matters requested by the ERMU
Commission.
• Provide written and/or oral summaries to the ERMU Commission of law changes
affecting ERMU, including recommending changes in operations or procedures to assure
compliance.
• Availability by phone and email to answer staff questions.
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III. Fees
October, 2022 to December 21, 2022:
General Legal Services:
• $165.00/hour for attorneys;
• $ 95.00/hour for paralegals and law clerks.
January 1, 2023 forward:
General Legal Services:
• $175.00/hour for attorneys;
• $ 95.00/hour for paralegals and law clerks.
The rate for General Legal Services shall automatically increase annually commencing on
January 1, 2024 by $5.00/hr.
Pass-through Legal Services:
• Partners and Associates rates are $200.00 to $400.00 per hour and paralegals/legal
assistants currently range from $90.00 to $150.00 per hour for legal services that are
passed through to third parties according to ERMU policies or reimbursed from a other
third party. The Attorney will represent ERMU at the rate for general legal services on
litigation, arbitration, and appellate matters, except that the parties may mutually agree to
a higher rate based on the complexity of the matter.
• The fees may be amended from time to time by written mutual agreement of ERMU and
Attorney.
Expenses to be reimbursed:
• The actual cost of: express delivery, Westlaw and Lexis/Nexis charges, postage (over
$1.00).
• Photocopies ($0.20/page), color copies ($0.40/page).
• Mileage at the IRS rate, currently $0.59/mile for all travel.
• For litigation, the actual cost of court filing fees, expert witnesses, acquisitions,
subpoenas, service of process, and miscellaneous litigations costs.
• All other filings, recordings or miscellaneous litigation costs would be billed to ERMU at
their actual cost. No other charges, including for postage under $1.00, would be billed to
ERMU. We will ensure that billing statements are provided in the format that meets
ERMU’s needs.
Percent of an hour billed:
• .10, with the minimum billing increment of 0.2 of an hour for all services
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IV. Responsible Attorney and Staff
From October 1, 2022 to December 1, 2022, Jared Shepherd shall coordinate the provision of
legal services with ERMU Attorney Peter Beck and ERMU staff.
From January 1, 2023, Jared Shepherd and Campbell Knutson, P.A. shall be the Attorney for
ERMU. Jared shall be responsible for the performance of this Agreement, although he may be
assisted by other attorneys or support staff in the firm. Jared shall supervise all work performed
on behalf of ERMU.
V. Conflicts of Interest
The Attorney shall not accept any client or project which knowingly would place it in a conflict
of interest with the services to be provided to ERMU under this Agreement. If a conflict of
interest should develop, the Attorney shall be responsible for taking the necessary steps to
comport its representation of ERMU with the Lawyers Code of Professional Responsibility.
VI. Assignment of Services and Agreement
The Attorney shall not assign any interest or obligation of this Agreement without the prior
written consent of the ERMU General Manager.
VII. Work Product
All resolutions, correspondence, and other documents or materials drafted for ERMU by the
Attorney shall, upon their completion, become the property of ERMU.
VIII. Insurance and Indemnification
Attorney agrees to maintain a valid policy of Professional Liability Insurance for the duration of
this Agreement. The value of the policy shall not be less than the cap for municipal tort liability
as established by Minnesota Statutes.
IX. Termination
The parties understand that the Attorney serves at the pleasure of the ERMU Commission.
ERMU or the Attorney may terminate this Agreement without cause upon sixty (60) days written
notice. Upon termination of this Agreement, ERMU shall only be responsible for the billings
accrued as of the date of termination.
Further, ERMU expressly reserves the right to hire independent counsel on matters it determines
requires an attorney with more experience or expertise in a particular field. In such a situation,
ERMU shall remain responsible to the Attorney for any billings not related to the matter for
which special counsel was retained. ERMU shall only be responsible to the Attorney for extra
expenses in relation to the matter for which special counsel is retained if ERMU names the
Attorney as co-counsel in the matter or otherwise requests the Attorney's participation.
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X. Acceptance
The terms of this Agreement are hereby accepted and made binding upon and between Elk River
Municipal Utilities and Jared Shepherd, in his capacity as an attorney for Campbell Knutson,
P.A., in conjunction with the law firm of Campbell Knutson. P.A.
Dated: ____________, 2022 Elk River Municipal Utilities
By: _________________________________
________________, Commission Chair
And: _________________________________
____________________, Its __________
Dated: ____________, 2022 Campbell Knutson
Professional Association
By: __________________________________
Jared Shepherd, Associate Attorney
By: __________________________________
Andrea McDowell Poehler,
President and Shareholder
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