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HomeMy WebLinkAbout10.e. Legal Representation - Potential ConflictCITY OF ROSEMOUNT EXECUTIVE SUMMARY FOR ACTION Port Authority Meeting Date: November 2, 1992 AGENDA ITEM:Legal Representation AGENDA SECTION: Potential Conflict New Business PREPARED BY: Stephan Jilk AGENDA N101 -EM # 10 E ATTACHMENTS: Briggs and Morgan Letter APS VED BY: +' F Briggs and Morgan represents the City of Rosemount and the Rosemount Port Authority in financial matters as they specifically relate to the issuance of bonds and the preparation of legal documents for tax increment financing programs. CMC Heartland Partners, the developers of the CMC property ave requested that Certain Attornies from the Briggs and Morgan firm represent CMC in this development. This representation by Briggs and MOrgan could develop situations where conflicts of interest may arise. That firm has sent a letter which, if signed by the City, would recognize that potential and would allow the situation to continue until either party saw the conflict arise. At that time either party would then indicate that the double representation would have to cease. I find this unnacceptable and believe it would put the City in a comprimising position. I would recommend that the City, advise Briggs and Morgan that this is unacceptable and that their reperesentation of both entities is not acceptable. The firm then would have to choose which entitie they will represent. It is too easy to just move along until a real problem comes up and then it is too late and positions are already comprimised. RECOMMENDED ACTION:Motion to advise the law firm of Briggs and Morgan that the Port Authorities position is that the firm should represent only one of oparties in this matter and preferably that party is the City. Port Authority Action: LAW OFFICES BRIGGS AND MORGAN PROFESSIONAL ASSOCIATION 2200 FIRST NATIONAL BANK BUILDING SAINT PAUL, MINNESOTA 55101 TELEPHONE (612) 223 - 6600 FACSIMILE (612) 223-6450 MINNEAPOLIS OFFICE y, 2400 I D S CENTER WAITER'S DIRECT DIAL NUMBER September 25, 1992 MINNEAPOLIS, MINNESOTA 55402 TELEPHONE (612) 334-8400 FACSIMILE (612)334-8650 (612) 223-6666 DELIVERY VIA TELECOPY AND U.S. MAIL City of Rosemount Rosemount Port Authority 2875 145th Street West Rosemount, Minnesota 55068 ./Attention: Mr. Stephan Jilk City Administrator CMC Heartland Partners 547 West Jackson Boulevard suite 1510 Chicago, Illinois 60661 Attention: Mr. Larry Adelson Vice President and General Counsel Re: Proposed Tax Increment Financing Project and PUD Development Gentlemen: CMC Heartland Partners (the "Developer") has requested that Briggs and Morgan represent it in certain matters related to a proposed project to be constructed in the City of Rosemount (the "City"). The Developer anticipates requesting tax increment financing assistance for the Project from the City or the Rosemount Port Authority (the "Tax Increment Transaction") and also anticipates entering into a Planned Unit Development ("PUD") agreement with the City for the Project. Briggs and Morgan is bond counsel to the City and the Rosemount Port Authority (the "Authority") and will represent the City and the Authority in the Tax Increment Transaction. The purpose of this letter is to request the consent of the Developer, the City and the Authority to Briggs and Morgan's multiple representation of the parties in the Tax increment Transaction and to Briggs and Morgan's limited representation of the Developer on PUD negotiations. Mr. Reid 226165 BRIGGS AND MORGAN City of Rosemount Rosemount Port Authority CMC Heartland Partners Page 2 September 25, 1992 Hansen of the McMenomy Hansen firm will be the primary counsel for the Developer on PUD matters. Briggs and Morgan's role will be secondary. As you know, the respective interests of the City and the Authority (collectively the "Municipality") and the Developer may be adverse in the Tax Increment Transaction and in the proposed PUD. If legal disputes develop between the Municipality and the Developer, ethical considerations would preclude Briggs and Morgan from representing either the Municipality or the Developer in connection with any such disputes, and both the Municipality and the Developer would have to obtain other counsel to represent them. By executing the space below, you are acknowledging that we have consulted with you and provided an explanation of the implications of this multiple representation, and the advantages and risks involved with it. Please indicate your consent by signing the enclosed counterpart of this letter returning it to me. Sincer ly yours, Timothy E-, arx TEM:cf Enclosures cc: Mr. John Cairns Ms. Mary Dyrseth Mr. Reid Hansen (by telecopy and U.S. Mail) 226165 1 BRIGGS AND MORGAN City of Rosemount Rosemount Port Authority CMC Heartland Partners Page 3 September 25, 1992 CONSENT On behalf of the City of Rosemount, I hereby consent to the representation of CMC Heartland Partners by Briggs and Morgan in accordance with the terms set out above. CITY OF ROSEMOUNT By Its CONSENT On behalf of the Rosemount Port Authority, I hereby consent to the representation of CMC Heartland Partners by Briggs and Morgan in accordance with the terms set out above. ROSEMOUNT PORT AUTHORITY By Its CONSENT On behalf of CMC Heartland Partners, I hereby consent to the representation of the City of Rosemount and Rosemount Port Authority by Briggs and Morgan in accordance with the terms set out above. 226165 CMC HEARTLAND PARTNERS By Its