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HomeMy WebLinkAboutAgenda - Mail Packet - 5/21/2019 - Ura Legal Contract Review Committee Agenda - May 22, 2019Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 970.416.2231 970.224.6107 – fax fcgov.com AGENDA URA Legal Contract Review Committee May 22, 2019 4:00 pm - 5:00 pm CIC Room 1. Discussion: Conflict of interest for Brownstein Hyatt Farber Schreck contract with URA Other Business: LEGAL CONTRACT REVIEW COMMITTEE AGENDA ITEM SUMMARY Staff: John Duval Clay Frickey Josh Birks Date: May 22, 2019 SUBJECT FOR DISCUSSION Fort Collins Urban Renewal Authority Contract with Brownstein Hyatt Farber Schreck regarding conflicts of interest in providing legal services. EXECUTIVE SUMMARY In 2018 the Fort Collins Urban Renewal Authority (the “Authority”) Board officially expanded to include members of Larimer County, Poudre School District, and a representative of the special districts. As a result of this expansion, the City Attorney, who had also acted as general counsel to the Authority, felt the potential for future conflicts of interest was significant. To avoid potential future conflicts, the City Attorney recommended that the URA Board seek third party legal counsel. The Board created a Selection Committee to interview and recommend an attorney to be appointed by the Board. Based on their demonstrated expertise in Urban Renewal and their representation of several other Urban Renewal Authorities across the state, Brownstein Hyatt Farber Schreck was selected and appointed by the Board in October 2018. On March 5, 2019, Brownstein Hyatt Farber Schreck appeared before City Council with a matter unrelated to its role representing the Authority. Per the agreed upon professional services agreement, Brownstein Hyatt Farber Schreck, consulted their internal ethics and conflicts counsel who found no conflict. In addition, Brownstein Hyatt Farber Schreck informed the City Attorney of the situation. At its next Board meeting, several Board members expressed concern about these types of potential conflicts and requested a resolution to create a committee to review the legal contract be formed. A resolution was prepared and presented to the Authority Board on March 28, 2019. The Board voted to create the committee and requested it meet to discuss the issue and provide a recommendation. GENERAL DIRECTION SOUGHT AND SPECIFIC QUESTIONS TO BE ANSWERED 1. Does the Committee feel the type of perceived conflict of interest identified need to be addressed in the legal contract for services? 2. Does the Committee feel any additional action needs to be taken in the future related to these types of unrelated activities? BACKGROUND/DISCUSSION The City Attorney has historically provided legal services to the Fort Collins Urban Renewal Authority (the “Authority”). However, with the adoption of HB15-1348 and expansion of the Authority Board to include four additional members outside of City Council, the City Attorney recommended the Authority attain separate legal counsel. This recommendation was made to avoid future conflicts of interest that could arise from the City Attorney representing the City, the Authority and its respective governing bodies. Following legal recommendations, in August of 2018, the Board formed a Selection Committee, comprised of the Executive Director and four (4) commissioners to interview firms and make a recommendation for outside legal services to the URA Board. Interviews were conducted on October 12, 2018. Each firm was evaluated and scored by the following criteria: 1. Scope of Proposal: Did the Proposal show an understanding of position requirements 2. Assigned Personnel: Does the applicant have necessary licenses, skills and qualifications? 3. Availability: Is the Firm available to attend URA Board Meeting? 4. Hourly Rates and Expenses: Are the hourly rates and expenses competitive, fair and reasonable? 5. Firm Capacity: Does the have the resources, financial strength, and capacity to effectively support the URA? Are potential conflicts of interest disclosed? Based on the evaluation score the Selection committee unanimously recommended Brownstein Hyatt Farber Schreck to serve as the Authority’s legal counsel. The Board accepted the recommendation at its October 12 meeting, and adopted Resolution 092 entering into a professional service agreement. Brownstein Hyatt Farber Schreck Proposal: In its interview and response to the posted RFP, Brownstein Hyatt Farber Schreck demonstrated a deep and thorough understanding of Urban Renewal of various scales across the State of Colorado, HB 15 -1348 and related legislation, Land Use / Real Estate, Urban Renewal Tax Increment negotiations, Urban Renewal dispute litigation, Urban Renewal Authority formation experience and ability to support the Board with knowledge from both the municipal and Urban renewal standpoint. Carolynne White, the proposed primary contact for the Authority, actively provides training through Downtown Colorado Inc., the Colorado Municipal League, and has been and will continue to be active in lobbying and negotiating legislative enactments relative to urban renewal and downtown development authorities. She frequently provides training and lectures to municipalities, elected officials, and students throughout the state on urban renewal. Brownstein Hyatt Farber Schreck has demonstrated experience with Urban Renewal in the following municipalities: • City of Lone Tree, CO • City of Longmont, CO • Arvada Urban Renewal Authority, CO • Lyons URA, CO • Colorado Springs URA, CO • Glendale URA, CO • Erie URA, CO • Sterling URA, CO • Golden URA, CO • Timnath URA, CO • Jefferson Center Metropolitan District, CO • Delta URA, CO Conflicts of Interest Disclosure: Brownstein Hyatt Farber Schreck acknowledged that although the Authority and City are legally separate entities the Board is comprised with seven City Council members and that City Staff will continue to provide support services to the Authority. As such, Brownstein Hyatt Farber Schreck felt that it would be important for both their team and the City to be vigilant about recognizing and observing appropriate protocols when discussing either Authority business, or the business of the firm’s other clients, particularly those within the Northern Front Range (NFR). Regarding current and future clients who may have land issues before the City of Fort Collins, Brownstein Hyatt Farber Schreck, does not believe this would constitute a conflict because the City is a legally separate entity. If a future conflict were to arise, the firm’s internal Conflicts Council will advise on the matter and determine if the conflict may be waived. Provided that the conflict is waived by both parties, Brownstein Hyatt Farber Schreck will enforce an “Ethical Wall” prohibiting attorneys and policy consultants representing each party from any form of communication concerning that matter. On March 5, 2019, Carolynne White represented a land use client before City Council regarding a matter unrelated to the Authority. As agreed upon in the professional services agreement, Ms. White had, prior to the hearing, consulted with the firm’s internal ethics and conflicts counsel prior to undertaking this representation who then confirmed the analysis that the because the Authority is a separate legal entity from the City, there is no legal conflict. Additionally, she has not had any conversations in public or private about this project with any members of Council. Furthermore, she contacted the City Attorney regarding the matter to ensure the City was aware of her representation of the client. During the hearing City Attorney Dagget similarly clarified at the public hearing that the Urban Renewal Authority, which is represented by Ms. White, is a separate governmental body from the City of Fort Collins and Councilmembers would not have had any dialog with Ms. White regarding this matter. At its next meeting, several Board members expressed concern about potential conflicts of interest regarding Brownstein Hyatt Farber Shreck and thereby acted to form a committee to examine if there is an ethical issue with Carolynne White appearing before City Council with matters outside of the URA and if so, how to best mitigate the issue before City Council. ATTACHMENTS 1. Brownstein Hyatt Farber Schreck Response to Request for Proposal 8797 2. Professional Service Agreement 8797 3. Resolution Number 092 4. Resolution Number 095 5. City Council Minutes: March 5, 2019 Prepared for City of Fort Collins Purchasing on behalf of the Fort Collins Urban Renewal Authority Response to Request for Proposal 8797 Legal Services for Fort Collins Urban Renewal Authority Carolynne C. White Brownstein Hyatt Farber Schreck, LLP 410 Seventeenth Street, Suite 2200 T 303.223.1197 F 303.223.0997 cwhite@bhfs.com bhfs.com DUE: Tuesday, September 4, 2018, 3:00 PM Table of Contents Table of Contents COVER LETTER QUALIFICATIONS BROWNSTEIN TEAM COST PROPOSAL CONFLICT OF INTEREST PROPOSAL ACKNOWLEDGEMENT 410 Seventeenth Street, Suite 2200 Denver, CO 80202-4432 main 303.223.1100 bhfs.com Brownstein Hyatt Farber Schreck, LLP Carolynne C. White Attorney at Law 303.223.1197 tel 303.223.0997 fax cwhite@bhfs.com September 4, 2018 Via Email: purchasing@fcgov.com Financial Services Purchasing Division City of Fort Collins 215 N. Mason St., 2nd FL Fort Collins, CO 80522 RE: Request for Proposal 8797 Legal Services for Fort Collins Urban Renewal Authority To the URA Board of Commissioners: Brownstein Hyatt Farber Schreck, LLP, (“Brownstein” or “the firm”) is pleased to submit the following proposal in response to the Fort Collins Urban Renewal Authority (“Fort Collins URA” or “URA”) Request for Proposal 8797 for legal services. Our firm would consider it a privilege to provide legal representation to the Fort Collins URA Board of Commissioners. Per the requirements of this RFP, we acknowledge our full capacity to immediately begin the services necessary for this work and represent that we have the present capacity, experience and qualifications to perform the professional services outlined in the Scope of Services of the RFP. We also acknowledged receipt of Addendum No. 1 to this RFP 8797. Brownstein is one of the few firms that has both a deep understanding of the challenges facing municipalities and urban renewal authorities, and an understanding of what developers, property owners, lenders and the market need in an urban renewal project. Brownstein can bring these dual perspectives to bear on its work with Fort Collins URA to address its legal needs as outlined in the Scope of Services in the RFP. We focus on practical solutions that advance projects and position our clients for success. The successful execution of the services outlined in the RFP requires the type of deep experience, talent, relationships and resources that Brownstein can offer. We have developed an infrastructure that prides itself on providing the full spectrum of services that our clients demand. Our consistency in meeting and exceeding all of our clients’ needs is built off the firm’s culture that when you hire Brownstein, you get all of our collective assets focused on your projects. One of the benefits of a firm like Brownstein is that the resources of our various specialty areas can be made available to clients. Our Urban Renewal attorneys have experience in forming urban renewal authorities; creating and adopting urban renewal plans; negotiating tax increment financing agreements; if necessary, litigating urban renewal disputes; and providing legal opinions for urban renewal bond transactions. We can also assist with strategic advice regarding how to define the boundaries for one or more urban renewal plan areas, the best phasing for tax increment authorization relative to market conditions, and related matters. Our attorneys have developed this experience representing both the public and private sectors. Fort Collins Urban Renewal Authority September 4, 2018 Page 2 This experience, which is both broad and deep, will enable us to provide services to the Fort Collins URA which meets all of the specifications detailed in the RFP. Below is a summary of how we envision supporting the URA in this regard: General Representation:  Attendance at URA regular and special meetings, study sessions or executive sessions, as requested  Drafting of URA governance documents, or proposed amendments to same, such as bylaws, policies and procedures, open records policies, etc.  Drafting of, or review and comment on, resolutions or ordinances related to the URA matters  Review and comment regarding routine URA documents such as contracts, requests for proposal, or purchase orders  Make recommendations regarding potential URA policies or changes to existing policies related to governance, accounting and inter-fund transfers, transparency, or other matters, based on statutory requirements and best practices among other urban renewal authorities  Provide training to URA staff and Board members regarding urban renewal statutory and regulatory requirements and provisions, conflicts of interest and ethics, and new legislation, such as HB 15-1348  Prepare/draft, or review comment, on documents related to implementation of HB 15- 1348, such as notice letters, implementation schedules, impact reports, condition surveys, plan documents, and agreements  Negotiate cooperation agreements with other taxing bodies such as fire districts, school districts, county, or other entities, as applicable  Monitor ongoing regulatory processes on behalf of the URA, and submit comments or otherwise seek to influence the outcome as appropriate  Advise the URA regarding the impacts and implementation of recent amendments to the Assessor’s Reference Library (ARL) Chapter 12 (Tax Increment Financing)  Advise the URA regarding changes in the Colorado Open Meetings Law, the Colorado Open Records Act, conflicts of interest for the URA Commissioners, and other laws applicable to URAs  Negotiate agreements with developers, property owners, or other third parties on behalf of the URA  As with all clients, Brownstein will maintain at all times the utmost confidentiality and attorney client privilege with respect to all of the URA’s matters Additional Services Available: The RFP also references litigation services. In that regard, we’d like to highlight our expertise in this arena, particularly in the area of defending actions brought pursuant to 106(a)(4) or challenging other governmental actions, including actions brought pursuant to state and federal civil rights statutes. We have defended numerous such lawsuits on behalf of municipal clients, including perhaps most notably our broad experience on behalf of the City of Aurora, which is highlighted further within the contents of the proposal. Fort Collins Urban Renewal Authority September 4, 2018 Page 3 We also have expertise in a variety of other areas which may become relevant to the URA, including natural resources (water rights, water litigation, regulatory compliance and negotiations with Colorado Department of Public Health and Environment), state and federal government relations, renewable energy and green building, and employment issues such as benefits, ERISA, and related litigation. Brownstein Values Our relationships with our colleagues, clients and community are our biggest differentiator. We deliver on those relationships through our core values — All In, Excellence, Respect and Giving Back — and they in turn guide our decisions and actions each day. Diversity – Brownstein maintains a Diversity and Inclusiveness Committee that ensures that our efforts in this area are broad and effective. Diverse lawyers and policy professionals comprise nearly 40% of Brownstein’s workforce, including 61% of our associates, counsel, policy advisors and senior policy advisors; 34% of our partners; and 33% of our executive committee and department chairs. We measure our success by our ability to retain and promote diverse attorneys – both partners and associates – within our organization. We believe that the unique backgrounds, life experiences and world views of our attorneys and staff make us a better and more competitive firm in today’s marketplace. We recruit people from varied backgrounds, races, genders, religions, sexual orientations and national origins, both as a matter of business and because we believe in advancing diversity and inclusiveness in the legal community. Brownstein has achieved Mansfield Certification for 2018 from the Diversity Lab. Recently ranked No. 8 in the country on The American Lawyer’s list of firms with the highest percentage of female equity partners, Brownstein furthered its commitment to diversity by signing on to pilot the Mansfield Rule 2.0 in 2019, which will include LGBTQ+ lawyers in addition to women and attorneys of color. Mansfield 2.0 will also measure consideration for participation in client pitch meetings and requests that participating law firms make appointment and election processes transparent to all lawyers in their firms. Community Involvement – Community involvement is part of our firm’s culture. We are committed to giving back to the communities where we work and live, through board service, hands-on volunteerism, sponsorships, donations and pro bono legal services. Even in a billable- hour culture, our employees exemplify the spirit of philanthropy. Last year, the firm supported more than 500 nonprofit organizations. More than 70 percent of the attorneys and policy professionals at Brownstein sit on boards of nonprofit and civic organizations. Firmwide, we provided more than 10,000 hours of pro bono legal services to help underserved individuals and organizations. And more than 300 Brownstein team members volunteered at Karma Projects — volunteer projects designed to engage our employees, clients, families and friends in giving back to their communities through hands-on service. Environmentally Friendly Offices – Brownstein has a cross-office Sustainability Committee to serve as a resource and an advocate for environmental sustainability across the firm and as a bridge between ideas and their practical implementation. Some of the firm’s main environmentally friendly practices include: encouraging video conferencing in lieu of travel; secure bike station for alternative commuting; uses energy efficient light bulbs; participates in a comingled recycling Fort Collins Urban Renewal Authority September 4, 2018 Page 4 program; participates in a composting program; encourages alternative forms of transportation; and uses “green” vendors whenever possible. In advance, thank you very much for your time and consideration. Please let me know if you have additional questions, or if I can provide additional information. We would be pleased to serve as legal counsel to the Fort Collins Urban Renewal Authority. Sincerely, Carolynne C. White Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 1 QUALIFICATIONS State of Colorado Urban Renewal/Compliance with HB15-1348 Below is a selected list of the clients we are representing who are in the process of active compliance with HB 15-1348. In these matters we have prepared checklists for compliance activities, forms of documents of notifications and agreements, and master schedules for compliance activities. We are working closely with consultants and staff to identify appropriate data to gather and report in order to facilitate negotiations regarding tax increment; create talking points, Frequently Asked Questions, and other materials for communication with the public; prepare and deliver briefings for City Council and other governmental bodies; and prepare and deliver public presentations to stakeholders. • Colorado Springs. Adoption of new plan – Downtown/Olympic Museum area. In this matter, we represent the principal property owner of the majority of land in the downtown/Olympic Museum Area, and are working closely with the Colorado Springs Urban Renewal Authority to implement negotiations and board appointments in preparation for the City and Authority’s consideration of a new urban renewal plan for this area. • Commerce City. Adoption of new plan – Greyhound Park. In this matter, we represent the Commerce City Urban Renewal Authority as special counsel, and assisted them with negotiations and board appointments relative to the adoption of a new urban renewal plan for the Greyhound park area. • Delta. Adoption of new plan – Downtown. In this matter, we represent the City of Delta/Delta Urban Renewal Authority, and are assisting them with resurrecting a defunct urban renewal authority, and adopting a new plan for the downtown area. In this matter, we are working to identify appropriate boundaries for the condition survey area, provide required notices to property owners and other stakeholders, make strategic decisions regarding boundaries for one or more TIF areas, work with the other taxing bodies to negotiate tax increment sharing, and drafting final agreements and plan documents. • Lyons. No trigger – preemptive compliance. We assisted the Town of Lyons in forming the Lyons Urban Renewal Authority in 2013, and have served as general counsel to the Authority since its formation. We are presently advising them regarding the potential adoption of a new urban renewal plan, as well as assisting them in working with other taxing bodies to share information about proposed undertakings and activities of the Authority and projected tax increment revenues. • Sterling. We have represented the Sterling Urban Renewal Authority as its general counsel since 2005. In that capacity we have assisted Sterling in adoption of several new urban renewal plans, coordination with other taxing bodies and with the County Assessor regarding calculation of incremental tax revenues, and structuring of accounting in compliance with the statute. More recently, SURA is entering into its first major TIF Agreement with a developer post-HB 1348, and we are negotiating with the other taxing bodies regarding a “hold harmless” agreement confirming that no additional compliance activities are required and that the proposed undertaking is consistent with the already- adopted urban renewal plan. Carolynne is also active in providing training regarding HB 15-1348 through Downtown Colorado Inc., and the Colorado Municipal League, and has been and will continue to be active Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 2 in lobbying and negotiating legislative enactments relative to urban renewal and downtown development authorities. Carolynne and her colleagues have also participated deeply in recent regulatory efforts surrounding the state Property Tax Administrator’s revisions to Chapter 12 of the Assessor’s Reference Library, which provides methodologies for county assessors statewide to calculate the increment for downtown development authorities and urban renewal authorities, including submission of comments, and testimony before the Board of Equalization and the Statutory Advisory Committee. Urban Renewal/Public Agency Carolynne has been practicing land use and municipal law in Colorado for 25 years. She began her career at the Denver Water Board, and then served for five years as the Staff Attorney for the Colorado Municipal League, serving as a resource on a wide variety of municipal issues for municipal attorneys, staff and elected officials statewide. Since joining the firm in 2004, in addition to representing both public and private clients, she has served on the Zoning Task Force of the City and County of Denver, and frequently provides training and lectures to municipalities, elected officials, and students throughout the state on zoning, land use, urban renewal, impact fees and other municipal government topics. For example, she teaches Administrative Law for governmental officials through the Certified Public Manager program at the University of Colorado, Denver, School of Public Affairs, covering topics such as legislative v. quasi-judicial processes, ex parte communications, conflict of interest, open meetings, and open records. She also holds two masters degrees, in Urban and Regional Planning, and Public Policy, in addition to her law degree. Our attorneys have experience in forming urban renewal authorities; negotiating urban renewal tax increment financing plans, impact reports and agreements; litigating urban renewal disputes; and providing legal opinions for urban renewal bond transactions. Our attorneys have developed this experience representing both the public and private sectors. In Colorado, select relevant public sector experience includes: • City of Lone Tree, special counsel • City of Longmont, special counsel for redevelopment • Arvada Urban Renewal Authority, special counsel • Lyons Urban Renewal Authority, general counsel • Colorado Springs Downtown Development Authority, special counsel • Glendale Urban Renewal Authority and Downtown Development Authority, special counsel • Erie Urban Renewal Authority, general counsel • Sterling Urban Renewal Authority, general counsel • Golden Urban Renewal Authority, general counsel • Timnath Urban Renewal Authority, special counsel • Jefferson Center Metropolitan District, special counsel for urban renewal • Delta Urban Renewal Authority, general counsel Relevant Colorado private sector experience includes negotiating urban renewal redevelopment agreements for the following major projects: • Park Place – Arvada • Solana Olde Town Station - Arvada • Wal-Mart Supercenter – 120th and Sheridan, Broomfield • Wal-Mart Supercenter – 72nd and Sheridan, Westminster • Cornerstar – Arapahoe and Parker, Aurora Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 3 • Streets at Southglenn – University and Arapahoe, Centennial • Twin Peaks Mall (Village at the Peaks)– Lone Tree • Foothills Mall – Fort Collins • Eagle River Station – Eagle • Candelas – Arvada • CitySet – Glendale • Colorado National Bank Building – Denver • Clear Creek Crossing, Wheat Ridge Land Use Brownstein understands the complicated balancing act required in this field, so the firm assembles a team of experienced attorneys whose skills extend beyond transactional law and into the long-term, strategic planning of real estate developments and public policy. Members of the Brownstein Land Use Group are not only legal counselors but tireless public advocates as well. We understand how to advise our clients in working with a wide variety of stakeholders, from other governmental agencies, community groups, applicants, and outside constituencies. The Land Use Group regularly deals with the interrelated concerns brought up by real estate development and redevelopment, engineering and construction, water rights and remediation, and environmental compliance and the regulatory environment. We represent a variety of clients, including local governments, developers, corporations, lending institutions, manufacturers, municipalities, ski areas, retail operations and property buyers. Our team is familiar with the law, public policy issues, and strategy for handling a wide variety of neighborhood issues such as noise, lighting, landscaping and traffic. Sample Land Use representative matters include:  Representing the Glendale Urban Renewal Authority as special counsel for implementation of the Glendale 180/Riverwalk project, a 22-acre mixed use entertainment district scheduled to open to the public in 2017. This project represents decades of planning by the City of Glendale and will be a destination based on the three defining principles of culture, nature and leisure. Brownstein is representing the urban renewal authority in negotiating a master development agreement with the selected developer, and coordinating all aspects of project execution, including public and private financing, property acquisition, and entitlements. This $175 million project is financed by tax increment, public improvement fees, and private debt and equity.  Served as special counsel to the City of Henderson in renegotiating a package of several development agreements and public finance agreements for an 8,500 unit master planned community on former Bureau of Land Management (BLM) land within the City. Changes in the finance markets and consumer preferences following the recession necessitated corresponding changes in the entitlements, public finance projections and milestones for this significant development.  Representing Xcel Energy, dba Public Service Company of Colorado, in obtaining approvals and negotiating agreements for a $1 billion wind project located in Lincoln, Elbert, Cheyenne and Kit Carson Counties, including a 90 mile transmission line traversing these four counties as well as Arapahoe County. Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 4  Serve as special counsel to the City of Sterling, Colorado, in issuing and RFP and negotiating a development agreement with a developer for 45 acres of city-owned property.  Served as special counsel to Logan County in creating an improvement district, and negotiating a development and incentive agreement for a developer to bring a new manufacturing facility to the county.  Obtaining approval of a County Class II land use permit for a controversial coal mine in La Plata County, including negotiation of a road improvement agreement with the County, and phased permit conditions. General Legal Services & Real Estate Brownstein’s Public Agency Group includes attorneys with experience in the particular disciplines germane to public law. We have broad expertise in the full range of issues that are presented to public agencies, including agency procedures (open meetings, public records, meeting protocol, etc.), public contracting, ethics and conflicts of interest, elections, finance and economic development, code enforcement, and liability/litigation. Representative areas of expertise include water rights, land use permitting, construction contracting and management, elections, eminent domain, environmental compliance, utility franchises, project finance, labor and employment, and employee relations. And as one of the largest and most recognized real estate practices in the western region, we bring unparalleled experience, institutional knowledge and industry relationships. We can provide a deep bench to handle today’s largest national real estate transactions, and we offer comprehensive services related to purchase and sale, finance, lending, environmental law, land use, eminent domain, water, public-private partnerships, business advisory and all other elements necessary to a multi-faceted real estate deal. We focus on practical solutions that advance projects and position our clients for success—regardless of the economic climate. Sample Real Estate representative matters for the overall team include:  Successful representation of municipality seeking more than $140 million in state funding for large-scale development projects under Colorado's Regional Tourism Act.  Negotiated on behalf of a municipality an amended and restated development agreement and parks agreement with respect to a large master planned community.  Represented Lowe Enterprises Real Estate Group in a $35M sales transaction that closed on May 11, 2018. Hines Acquisitions purchased approximately 2000 acres in Douglas County from Lowe for the development of a high-end residential master planned community on a spectacular piece of front range real estate with scenic vistas and easy access.  Assisted client with acquisition and financing of property at 1500 & 1520 Market Street, and 1321 15th Street in Denver, Colorado.  Led the zoning and land use diligence of the Colorado properties for Starwood Capital’s acquisition of over $1.3 billion worth of Colorado multi-family projects from Equity Residential. The portfolio acquisition that includes 18 Colorado properties located between Boulder and metro Denver and totaling nearly 6,000 apartment units, was among a larger 72- property deal which also included apartment projects in D.C., Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 5 Florida, California and Seattle and totaled 23,262 apartment units at a $5.3 billion aggregate sales price. Litigation Brownstein’s attorneys litigate and try cases before federal and state courts at the trial and appellate levels, as well as before government agencies and arbitration tribunals. We are trial lawyers skilled in efficiently and effectively accomplishing our clients’ objectives both in and out of the courtroom. We believe your goals are best attained through preparing with an expectation of trying and winning the case. Often, this approach enables our clients to succeed without a trial, but when a case is tried, we are known for our ability — and results — in court. We also represent clients’ interests outside the courtroom in pre-litigation dispute resolution, advising on transactions and regulatory and administrative law issues. Whether your matter spans a large geographic area, multiple legal theories or both, you will be skillfully represented by a team with extensive experience in litigation tactics and cases at the trial and appellate levels. Our group excels at trial work and understands that all cases start with the premise that a dispute is going to trial unless, along the way, it becomes apparent that arbitration or settlement best meets your business objectives. Sample Municipal Litigation representative matters for the overall team include:  Successful representation of numerous zoning and land use challenges on behalf of municipalities, including significant wins at District Court, Colorado Court of Appeals, and at the Federal level (where taking and other constitutional challenges were raised).  Extensive successful representation of municipalities in numerous Rule 106 proceedings.  Successfully resolved nearly a decade of highly complex construction litigation claims involving the construction of a courthouse and jail on behalf of a local government entity. Claims for both projects involved construction defect allegations against the general contractor, defective design and specification allegations against both architects, and breach of contract allegations against a billion dollar global construction management company with alleged damages in excess of 150 million dollars. BROWNSTEIN TEAM Brownstein is committed to providing top-quality counsel that is cost-effective, accessible and comprehensive. On a practical level, it is through frequent communication and responsiveness that we can best serve our clients and see projects through to completion. We take particular pride in working closely with our clients as we are at our best when we are considered a part of the client’s in-house team, and we thus look for opportunities where we can integrate fully with them. We believe the best way to keep teams working efficiently is to assemble a group of talented, dedicated professionals to each deal. Specifically, the team we outline below, is formulated based on our understanding of your needs, and can serve as strategic partners with URA and ensure seamless representation at all points of contact. Additional team members can be added as the URA’s needs evolve. Our success is reliant upon keeping every member of our team informed and leveraging all of our talented professionals to your benefit. Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 6 Due to space limitations, the following contains a brief summary of the qualifications of the key team members. Additional information, including recent publications and speaking engagements on urban renewal related topics, can be found on the firm’s web site, as noted. Carolynne C. White Shareholder 303.223.1197 cwhite@bhfs.com Carolynne, who would serve as primary contact for URA, is co-chair of the firm’s Real Estate Department. Her practice spans the Land Use, Government Relations, Real Estate and Natural Resources groups. Carolynne is an experienced land use and public policy attorney, with strong state and local government relationships, and cutting-edge expertise. Her specialty is managing complex and challenging projects and navigating multiple regulatory environments for optimal outcomes for clients. Carolynne also holds a Masters degree in Public Policy, and one in Urban and Regional Planning, from the University of Colorado at Denver. She is also a LEED AP. https://www.bhfs.com/people/attorneys/t-z/cwhite Caitlin Quander Shareholder 303.223.1233 cquander@bhfs.com Caitlin has more than 9 years working on real estate matters with an emphasis on land use and entitlements, acquisitions and dispositions, zoning and development disputes, and serving as special and general counsel to various governmental and quasi-governmental entities. Caitlin understands the interplay between the public sector and private real estate developers, working on various public-private partnerships for complex projects involving infill redevelopment, urban renewal, eminent domain, mixed use, transit-oriented development, and PIFs and other public financing tools. Caitlin has negotiated both on behalf of urban renewal authorities and developers before urban renewal authorities, for tax increment and other sources of public financing. https://www.bhfs.com/people/attorneys/p-s/cquander Martha L. Fitzgerald Shareholder 303.223.1472 mfitzgerald@bhfs.com Martha is a litigator with more than 30 years’ of broad experience in municipal, environmental, and general commercial litigation. Martha’s extensive representation of Colorado municipalities includes defense of numerous appeals of administrative actions, including those arising from zoning, licensing, property, environmental, and employment disputes. She also has successfully represented municipalities in §1983 actions, in challenges brought under the 4th and 1st amendments to the Constitution against city officials, police and fire command staff, and against individual officers, as well as challenges to emergency dispatch procedures and to the sufficiency of Colorado Open Records responses. https://www.bhfs.com/people/attorneys/c-f/mfitzgerald Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 7 COST PROPOSAL Listed below are our standard and discount hourly rates. However, we are also willing to explore additional pricing structures, such as flat fees or blended rate billing. Many of our public entity and urban renewal clients have such arrangements, which usually take the form of a fixed monthly fee for all standard counsel services (drafting or reviewing resolutions, telephone consultation, attendance at regularly scheduled meetings), with separate hourly or other pricing for other specific tasks which may be reimbursable from other sources (such as negotiation of a TIF Agreement with a developer). In this way, clients can achieve budgetary predictability, while still obtaining the highest possible quality and depth of legal services. In such arrangements, we typically agree on a fixed fee for a 6 or 12-month period. Rather than providing for a true-up procedure, which would be counter to the purpose of achieving budgetary predictability, we instead agree to revisit the scope of services at the conclusion of the contract period, and agree at that time on a new or adjusted fixed rate for the next contractual period, assuming the client wishes to continue the arrangement. In order to arrive at a satisfactory alternative billing structure, it is critical that we understand the scope of work with as much precision as possible, and the City and Urban Renewal Authority’s expectations. We routinely suggest and design alternative fee arrangements after meeting with clients and developing a deep understanding of their needs. If selected, we are willing to discuss these or other alternative fee arrangements at your convenience. In the absence of an alternative fee arrangement, Brownstein Hyatt Farber Schreck's fees are based primarily on the actual amount of time spent by our attorneys, paralegals, law clerks and specialists in performing services for our clients. Our hourly rates are periodically adjusted. The following are the 2018 regular and proposed discounted hourly rates for URA for each member of the team we have designated: Attorney Name Attorney Level Standard Hourly Rates Discounted Hourly Rates Special Government Rate (if applicable) Carolynne White Shareholder $590 $535 $495 Caitlin Quander Associate $435 $395 Martha Fitzgerald Shareholder $655 $595 $495 In addition to charging fees for legal work, we will charge for certain out-of-pocket costs incurred by our firm in representing clients. Charges for long distance telephone calls, facsimile charges, in-office copying, ordinary postage and deliveries made by in-house staff are covered by an administrative fee, currently equal to 2.5% of the legal fees charged. This administrative fee is in lieu of itemizing those expenses and may be adjusted over time. Other fees, such as filing fees, service of process fees, transcript and deposition charges, computer-assisted legal research fees, overnight delivery service charges, travel, meals, hotel accommodations, expert witnesses and investigative fees will be itemized and billed separately. On occasion, the firm may ask that a client pay the party providing those services directly. Response to RFP 8797 Fort Collins Urban Renewal Authority from Brownstein Hyatt Farber Schreck Page 8 CONFLICT OF INTEREST While Brownstein currently represents clients who have business before the City of Fort Collins, we do not presently represent any clients who are actively engaged in business involving the Fort Collins URA. The only client we have represented in that capacity is the redeveloper of the Foothills Mall, Alberta Development Partners (“Alberta”). That engagement is largely concluded as it relates to the URA, although it is possible that matters could arise in the future. For any matters which could arise with respect to the redevelopment of the Foothills Mall, it would not be possible for the firm to represent the Fort Collins URA. In such event, we would request that the URA agree to a waiver to allow our firm to continue to represent Alberta, and the URA would need to retain separate counsel. However, for all of our other clients who may have land use issues before the City of Fort Collins, we believe this would not constitute a conflict, because the City is a legally separate entity from the URA. Indeed, we understand this to be the partial impetus behind the need to secure outside counsel for the URA. Some of these current clients include Lennar, North Town Investments, K&M Properties, Harmony McMurray, and Lamar Outdoor Advertising. We would request that the City and URA agree that the firm could continue to represent these and other firm clients with respect to matters involving the City, typically seeking of land use entitlements, or providing input on City policies such as metropolitan districts, green building ordinances, and sign code changes. Notwithstanding the fact that the City and the URA are legally separate entities, we do understand and acknowledge that seven city council members will continue to serve on the URA Board, and that City staff will continue to provide support services to the URA. As such, if our firm is selected, it will be important for both our team and City staff to be vigilant about recognizing and observing appropriate protocols when discussing either URA business, or the business of the firm’s other clients. Our firm includes an in-house Conflicts Counsel, who advises us on such matters, and who we can consult whenever questions arise. In general, and in addition to those matters identified in the preceding paragraphs, Brownstein is committed to recognizing and preventing professional conflicts of interest, organizational conflicts of interests and apparent conflicts of interests. If a future conflict were to arise, if our Conflicts Counsel confirms that the conflict is a waivable one, we would approach both parties to request consideration of a waiver. Provided that the conflict is waived by both parties, we have the ability to create and strictly enforce an "Ethical Wall" prohibiting attorneys and policy consultants representing each party from any form of communication concerning that matter with any Brownstein attorney or policy consultant representing the other party. EXHIBIT A PROPOSAL ACKNOWLEDGEMENT The Attorney/firm hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. Additionally, the Attorney/firm hereby makes the following representations: a. All of the statements and representations made in this proposal are true to the best of the Attorney/firm’s knowledge and belief. b. The Attorney/firm has obtained all necessary authorizations and approvals that will enable the Attorney/firm to commit to the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 60 days from the date hereof. d. I further agree that the method of award is acceptable. e. I also agree to complete the proposed Agreements with the City of Fort Collins within 30 days of notice of award. f. If contract is not completed and signed within 30 days, City reserves the right to cancel and award to the next highest rated firm. g. I acknowledge receipt of addenda. Firm Name: Brownstein Hyatt Farber Schreck LLP Physical Address: 410 17th Street, Suite 2200, Denver, CO 80202 Remit to Address: 410 17th Street, Suite 2200, Denver, CO 80202 Phone: 303.223.1100 Authorized Agent of Firm Name: Carolynne C. White Signature of Authorized Agent: ________________________________________ Primary Contact for Project: Carolynne C. White Title: Attorney at Law Email Address: cwhite@bhfs.com Phone: 303.322.1197 Cell Phone: Page 7 of 16 8797 URA Legal Service – Professional Services Agreement Page 1 of 10 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between the FORT COLLINS URBAN RENEWAL AUTHORITY (the “URA”) and Brownstein Hyatt Farber Schreck, LLC hereinafter referred to as the "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of two (2) page(s), and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence December 10, 2018 and shall continue in full force and effect until December 9, 2019, unless sooner terminated as herein provided. In addition, at the option of the URA, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Professional and mailed no later than thirty (30) days prior to contract end. 3. Compensation. The Professional agrees to provide services at the rates set forth in the below table for the listed individuals, or, for individuals not listed on the below table, at the lowest available discount rate provided to other governmental entities for that individual. After the Professional has provided services for sufficient time to propose a fixed fee based on a clear understanding of the scope and volume of services, estimated to be six months or less, the Professional will propose a fixed monthly fee for the duration of this contract. Work performed pursuant to subsequent renewals, if exercised by the URA, shall be at a fixed monthly rate to be proposed by the Professional and approved by the URA prior to the commencement of each additional one-year extension period. Attorney Name Attorney Level Standard Hourly Rates Discounted Hourly Rates Special Government Rate (if applicable) Carolynne White Shareholder $590 $535 $495 Caitlin Quander Shareholder $435 $395 Martha Fitzgerald Shareholder $655 $595 $495 4. Early Termination by URA. Notwithstanding the time periods contained herein, the URA may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 2 of 10 All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: URA: Copy to: Brownstein Hyatt Farber Schreck, LLC Attn: Carolynne C. White 410 Seventeenth Suite 2200 Denver, CO 80202-4432 Fort Collins Urban Renewal Authority Attn: Josh Birks PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the URA, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. 5. Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the URA, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the URA; and for the URA's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. This indemnity provision only applies to those third-party claims to the extent that coverage for such claims is provided in Professional’s professional liability insurance. The Professional shall maintain insurance in accordance with Exhibit B, consisting of one (1) page, attached hereto and incorporated herein. 6. License. Upon execution of this Agreement, the Professional grants to the URA an irrevocable license to use any and all work product resulting hereunder (the “Instruments of Service”), in any form whatsoever and in any medium expressed, for any purpose provided that the URA substantially performs its obligations under the Agreement. The license granted hereunder permits the URA and third parties reasonably authorized by the URA to reproduce applicable portions of the Instruments of Service for use in performing services. This license shall survive termination of the Agreement by default or otherwise. 7. URA Representative. The URA will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the URA Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the URA Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 3 of 10 required monthly report may, at the option of the URA, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the URA. The URA shall not be responsible for withholding any portion of Professional's compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other purpose. 10. Subcontractors. The Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the URA, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the URA), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the URA, nor will it obligate the URA to pay or see to the payment of any subcontractor, and (d) the Work of the subcontractor will be subject to inspection by the URA to the same extent as the Work of the Professional. The Professional shall require all subcontractors performing Work hereunder to maintain insurance coverage naming the URA as an additional insured under this Agreement of the type and with the limits specified within Exhibit “B”, consisting of one (1) page attached hereto and incorporated herein by this reference. The Professional shall maintain a copy of each subcontract’s certificate evidencing the required insurance. Upon request, the Professional shall promptly provide the URA with a copy of such certificate(s). 11. Personal Services. It is understood that the URA enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the URA. 12. Acceptance Not Waiver. The URA 's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the Work. The URA's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the URA under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 4 of 10 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., the Professional represents and agrees that: a. As of the date of this Agreement: 1. The Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. The Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. The Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. The Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If the Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, the Professional shall: DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 5 of 10 1. Notify such subcontractor and the URA within three days that the Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that the Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. The Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If the Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the URA may terminate this Agreement. If this Agreement is so terminated, the Professional shall be liable for actual and consequential damages to the URA arising out of the Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The URA will notify the Office of the Secretary of State if the Professional violates this provision of this Agreement and the URA terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 6 of 10 FORT COLLINS URBAN RENEWAL AUTHORITY By: _________________________________ Darin Atteberry, Executive Director Date: ______________________________ ATTEST: APPROVED AS TO FORM: BROWNSTEIN HYATT FARBER SCHRECK, LLC By: Date: DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 12/13/2018 Deputy City Attorney 12/17/2018 City Clerk 8797 URA Legal Service – Professional Services Agreement Page 7 of 10 EXHIBIT A SCOPE OF SERVICES RFP 8797 LEGAL SERVICES FOR FORT COLLLINS URBAN RENEWAL AUTHORITY I. Purpose The Fort Collins Urban Renewal Authority (“URA”) seeks a qualified Attorney or Attorneys to provide legal representation to the URA Board of Commissioners. The Fort Collins URA may contract with more than one Attorney or Law firm. Specifically, the URA is seeking an Attorney or Attorneys in good standing, licensed to practice law in the State of Colorado, to perform the following:  To prepare for, attend and provide advice at URA board meetings;  To assist in the preparation and review of resolutions and URA agenda packets in advance of URA board meetings;  To assist in the preparation and review of agreements between: o The URA and other governmental entities regarding the allocation of Tax Increment, o The URA and private entities regarding the rehabilitation, reuse, or redevelopment of property within defined Urban Renewal Plan Areas, and o The URA and the City regarding services provided and compensation for such services.  To assist in the preparation and review of new or amendments to existing Urban Renewal Plans and other similar documents of the URA;  To provide the Fort Collins URA with periodic updates on changes in the laws pertaining to the Colorado’s Urban Renewal Law, the Colorado Open Meetings Law, the Colorado Open Records Act, conflicts of interest provision for the URA Commissioners, and other laws applicable to URAs;  To adhere to the Rules of Professional Conduct and other guidelines of professional conduct stated in statutes, rules, court decisions, codes, or canons; and  To act with reasonable diligence and promptness in representing clients. II. Scope of Services Legal Services required by the Fort Collins URA include, but are not limited to:  General Legal Services: this work may include contract/document review, drafting ordinance and resolutions, review and interpretation of State/Federal/Local laws, regulations, rulings, personnel matters, insurance, and providing written and oral legal opinions to the Board and staff.  Real Estate: this work may include the purchase, sale and transfer of land and improved property including the use of eminent domain, if needed.  Land Use: this work may include interpreting land use code, advising staff and Fort Collins URA Board members concerning policy and enforcement.  Litigation: Request the ability to manage, conduct and/or oversee litigation in all Courts. In special or complex matters, assist the Board in obtaining services of outside counsel. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 8797 URA Legal Service – Professional Services Agreement Page 8 of 10 The Attorney must represent that s/he has the present capacity, experience, and qualifications to perform professional services. Minimum qualifications include:  Licensed by the State of Colorado Bar and admitted to practice law in the State of Colorado,  Knowledge of Colorado’s Urban Renewal Law,  Knowledge of real estate, land use and local government law,  Knowledge of general legal principles and practices, rules of evidence and rules of civil procedure,  Knowledge of local, state, and constitutional laws applicable to URAs,  Ability to analyze and appropriately apply case law, and  Ability to communicate clearly and concisely, orally and in writing. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 Official Purchasing Document Last updated 10/2017 8797 URA Legal Services - Professional Services Agreement Page 9 of 10 EXHIBIT B INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the URA, the insurance coverage designated hereinafter and pay all costs. Before commencing Work under this bid, the Professional shall furnish the URA with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the URA, at its option, may take out and maintain, at the expense of the Professional, such insurance as the URA may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The URA, and its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of Work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in Work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of Work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any Work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the Work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 Official Purchasing Document Last updated 10/2017 8797 URA Legal Services - Professional Services Agreement Page 10 of 10 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the and the Fort Collins Urban Renewal Authority (the “URA”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the URA has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the URA or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the URA may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the URA, or that relates to the business of the URA, or that is used by the URA in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the URA). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the URA. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the URA. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the URA in writing of each such disclosure. In the event that the Professional ceases to perform services for the URA, or the URA so requests for any reason, the Professional shall promptly return to the URA any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the URA’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the URA shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: 16F6CD04-5929-4D22-9F19-D58D71047279 -1- RESOLUTION NO. 092 OF THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY APPOINTING THE AUTHORITY’S NEW LEGAL COUNSEL AND AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT FOR THE LEGAL SERVICES TO BE PROVIDED BY THAT LEGAL COUNSEL WHEREAS, on August 24, 2018, the Board of Commissioners of the Fort Collins Urban Renewal Authority (the “Board”) adopted Resolution No. 091 to create an ad hoc committee to participate in the process of identifying candidates for new legal counsel for the Fort Collins Urban Renewal Authority (the “Authority’), including conducting interviews of those candidates and making a recommendation to the Board for the Board’s selection of new legal counsel (“Selection Committee”) ; and WHEREAS, the Board appointed four commissioners in Resolution No. 091 to serve on the Selection Committee, Chair Wade Troxell, Commissioner Stephens, Commissioner Ray Martinez and Commissioner Bob Overbeck; and WHEREAS, Authority staff issued a request for proposals for these new legal services (the “RFP”) and received seven proposals, which proposals were reviewed by staff and narrowed down to three proposals for the Selection Committee to review and to conduct interviews of the proposers; and WHEREAS, the Selection Committee has conducted its interviews of the proposers and is recommending that the Board appoint and retain Brownstein Hyatt Farber Schreck as the Authority’s new legal counsel and to authorize to Executive Director to enter into a professional services agreement for the legal services to be provided to the Authority by Brownstein, Hyatt, Farber, and Schreck. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY that Brownstein Hyatt Farber Schreck is hereby appointed as the Authority’s new legal counsel and the Executive Director is authorized to enter into a professional services agreement with Brownstein Hyatt Farber Schreck on behalf of the Authority on terms and conditions consistent with the RFP and 8797 Professional Services Agreement for Legal Services to the Urban Renewal Authority proposal and on such other terms and conditions as the Executive Director determines are necessary to protect the Authority’s interests.