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HomeMy WebLinkAbout6G (1)660) MEMORANDUM TO: Redevelopment Commission FROM: Beth Leonard Inks& ,,,- RE: Outside Counsel Engagement — Nussbaum — Correction DATE: March 22, 2012 Attached is the proposed letter of engagement updated by Interim City Attorney, Aladean DeRose. The Legal Department wants this letter approved instead of the one submitted and approved at the March 131h meeting of the Commission. 1400 CovNTY CITY BUILDING 227 W JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601 -1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR DEPARTMENT OF LAW ALADEAN M. DERosE CIIYATroRNEY, AD INTERIM March 15, 2012 Mr.Richard A. Nussbaum, II SOPKO, NUSSBAUM, INABNIT & KACZMAREK 5th Floor -Plaza Building 210 S. Michigan Street P.O. Box 300 South Bend, IN 46624 RE: Outside Counsel Engagement Dear Dick: PHONE 574/ 235 -9241 FAx 574/235 -7670 r P O V` SOUTH BEND y [J -- 'Jiy GENT WARX-41GS04 PunV-P!-e�; Thank you for your letter of February 27, 2012. I agree that you have assisted the Legal and Economic Development Departments of the City of South Bend, and thank you greatly for all your help. I also agree that this arrangement should continue in 2012. As part of this continued relationship for legal services, I am incorporating a few modifications and conditions along the lines set out in the letter to you from former City Attorney Chuck Leone, dated November 9, 2011. For that reason, rather than sign your letter of February 27, 2012, I request that you sign this letter which basically expands on yours. Specific Projects. I hope you can appreciate, as former City Attorney, the need for South Bend's Corporation Counsel to be apprised of specific projects which outside counsel is handling. My understanding of the projects on which you are presently performing services for the City are the following: 1. Completion of the Data Realty Purchase of Property in Ignition Park. Your work on this matter involves the City's compliance with all Tax Increment Finance (TIF) eligibility rules. 2. Hansel Center. You may be involved in residual unanticipated issues but I understand the structure of this project is securely in place. At this time I do not believe much further should be needed from you. CHERYL A. GREENE ANN - CAROL. NASH ANDREA L. BEACHKOFSKY LAWRENCE J. METUVER JEFFREY L. SANFORD Richard A. Nussbaum, II March 15, 2012 Page 2 of 4 3. Riverfront Development Project. I understand this project is in the works. As the City's Legal Representative to the Alcoholic Beverage Board (ABB), I hope our Department would be primarily responsible for this project. 4. College Football Hall of Fame. I know you have been actively involved in this project since its inception, and there may be final transition issues where your specialized knowledge will be helpful. Please apprise me in advance of the issues you believe should be addressed. Future Projects in 2012 I appreciate that issues and opportunities in the Economic Development area arise quickly and often unexpectedly, but I wish to be kept informed promptly of all matter which might be assigned to you so that we can coordinate the best allocation of your time as well as that of our Department. Scope of Services Regarding the transactions on which you may be working in 2012, it is my understanding that your responsibilities include the following which were set forth in Chuck Leone's letter to you of November 9, 2011: a) Research and provision of an opinion to appropriate City officials (with a copy to this office) as to the proper use of the proposed funding sources to be expended on the project, pursuant to Federal and State law, b) Determination as to the identity of all boards and commissions, at all levels of government, which may be required to approve or acknowledge the transaction, together with preparation of the appropriate resolution, ordinances or other documents necessary to obtain that approval, C) Determination of whether an agency agreement is necessary internally to the City for the execution of any agreement to the transaction, d) Preparation of all appropriate memoranda of understanding and agreements on behalf of the City for those transactions, e) Preparation of any necessary documents of conveyance to execute the transaction, 0 Preparation of an opinion letter, specific to the transaction that contains the following opinions: i) That the transaction, as structured, is within the City's power and authority and that the execution and performance under the agreement violates no provision of local, state or federal law, Richard A. Nussbaum, II March 15, 2012 Page 3 of 4 ii) That those executing documents on behalf of the City are the proper boards, commissions or personnel authorized and empowered to execute such transaction, iii) That all public bidding, securing of appraisals, and compliance with all other conditions set have in fact been met, iv) That the execution, delivery and performance under the documents have been duly authorized by all necessary action on the part of any City board or commission, V) If applicable, the City's board or commission has acquired or arranged for the acquisition of property in compliance with all applicable public bidding. vi) If applicable, the City's board or commission has obtained all consents and approvals of other governmental authorities or agencies which may be required for the execution, delivery and performance by the board or commission related to the transaction, vii) That all documents associated with the transaction have been duly executed and delivered and constitute legal and binding value and obligations of the City, viii) As of the date of the transaction and based on such inquiry and investigation as you deem to be sufficient, no litigation is pending, or known to be threatened against the City, board or commission, in any court or any administrative agency, seeking to restrain or enjoin the transaction or questioning the authority of the City board or commission, ix) An affirmative statement that your opinion may be relied upon with respect to the specific transaction. Fees The fee schedule contained in your letter of February 27, 2012 is acceptable. Your total fees have been capped at $60,000 per annum (although they exceeded that limit in 2011 as I understand). It is my hope that your fees will fall below the $60;000 cap in 2012 because City revenues are not keeping pace with costs. Thank you again for all of the hard work which you have provided over these past years. I look forward to another good working relationship. 6i i 4 Aladean M. DeRose City Attorney, A.I. Richard A. Nussbaum, II March 15, 2012 Page 4 of 4 Accepted: SOPKO, NUSSBAUM, INABNIT & KACZAMEREK By: JwWm.---O Richard A. Nussbaum, II cc: Mayor Pete Buttigieg Don Inks