HomeMy WebLinkAbout1010-Appointment of Cunningham Vogel & Rost BILL NO. 2010-037 ORDINANCE NO. � D� Q
AN ORDINANCE APPOINTING CUNNINGHAM VOGEL & ROST, P.C. AS SPECIAL
COUNSEL FOR LEGAL SERVICES RELATED TO VARIOUS TELECOMMUNICATIONS
MATTERS
WHEREAS, Section 110.110 of the Riverside City Code provides that one of the
duties of the City Attomey is to oversee the retention and supervision of outside counsel
where specialized work is deemed necessary; and
WHEREAS, the City deems it necessary and desirable to contract with a qualified
attorney for special counsel legal services related to telecommunications, taxation, and
franchise/rights-of-way or related issues, including representation, counsel and advice in
any litigation related to such matters; and
WHEREAS, Cunningham Vogel & Rost, P.C. is qualified to provide said special
counsel legal services to the City; and
WHEREAS, the procedure by which special counsel is retained is governed by
Section 79.230 of the Revised Statutes of Missouri which provides that the employment of
special counsel shall occur by the Mayor and Board of Aldermen pursuant to adoption of an
ordinance; and
WHEREAS, the Board of Aldermen find it is in the best interest of the citizens of the
City of Riverside to authorize and approve a letter of engagement with Cunningham Vogel &
Rost, P.C. to provide such services;
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE
CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS:
THAT Cunningham, Vogel & Rost, P.C. is hereby appointed as special legal counsel
for the City of Riverside for legal services related to telecommunications, taxation, and
franchise/rights-of-way or related issues, including representation, counsel and advice in
any litigation related to such matters, subject to the supervision of the City Attorney;
FURTHER THAT the City Attorney is hereby authorized to execute the engagement
letter agreement for such services which is attached hereto as Exhibit "A together with such
other documents necessary to carry out the terms and conditions of such representation".
BE IT REMEMBERED that the above was read two times by heading only, PASSED
AND APPROVED by a majority of th Board of Aldermen and APPROVED by the Mayor of
the City of Riverside, Missouri, this � day of � , 2010.
ayor Kathleen L. Rose
' ATTEST: Approved as to form:
<='S�o btw.� C>=%��
Robin Littrell, City Clerk a y om on, City Attorney
1
CLTNNINGHAM, VOGEL & ROST, P.G '
legal counselors to local govemmerit �i
ll�varns. G. Vocec 75 W. Loc�cwoon, 5[m�e Orm
dan@municip�lfimi.com 3'�'.IAU�3, M�sso�ml 69119
7'e�.: 31M1.446.0800
FAX: 314.446.0801
wwrv.mwicipalGim.rom
Apri123, 2010
Nancy Thompson, Esq.
City Attorney
Riverside City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Re: Agreement to Provide Legal Services
Dear Nancy:
Thank you for the opportunity to provide special legal counsel to you in connection with
the City of Riverside, Missouri. This letter will confirm discussions regazding our engagement
�nd will describe the basis for providing thesc services.
1. Client; Scope of Representation. The client in this matter will be the City of
Riverside, Missouri ("City"). We will provide special legal services and consultation relating to
telecommunications, taxation, and franchise/rights-of-way or related issues and such other
special counsel legal work as may be requested by you, as the City Attorney, or the Mayor from
time to time. Other supplementary terms of our engagement in this matter aze set forth below
and are attached to this letter as ADDITIONAL TERMS OF ENGAGEMENT
2. Fees and Expenses; Billing. Actual fees for professional services aze based upon
the amount of time expended in accomplishing the work and the regular hourly billing rates for
each attorney or legal assistant devoting time to this matter, which may be changed by the firm
from time to time. Our billing rates for attorneys currently range from $245 to $275 for
shareholders, $135 to $185 for associates, and $80 to $125 for legal assistants. Consistent with
our policy, we will bill the City on a monthly basis for professional fees and expenses incurred
on your behalf and bills will be addressed to the City for payment. We will include in our
statements separate charges for photocopying, messenger and delivery service, computerized
research, travel, long distance telephone, and telecopy expenses. Other fees and expenses (such
as accountants, consultants, or other professionals, if required) generally will not be paid by us,
but will be billed directly to the City.
3. Conflicts. As you may know, Cunningham, Vo�el & Rost, P.C. represents many
governmenta] entities throughout the region, including municipalities and other govemmental
clients in Missouri, Kansas, and Illinois. In the event a conflict exists that is deemed not to be
subject to any waiver by applicable etlucal rules, we shall withdraw as counsel for the City.
Although we aze not aware of any current representation in which we would be adverse to your
City of Riverside, Missouri
Apri123, 2010
Page 2 of 4
interests in this matter, it is possible that some of our present or future clients may have disputes
with you during the time we are representing you. We ask, then, that you agree that our firm
may continue to represent or undertake to represent existing or new clients in those matters
which are not substantively related to our work for you, even if the interest of such clients in
those matters is directly adverse to you. Except as provided herein, we agree that your
prospective consent to conflicring representation as set forth above shall not apply where, as a
result of our representation of you, we have obtained sensitive, proprietary or other confidential
information of a non-public nature that, if known to any such other client of our firm, could be
used in any such other matter by such client to your material disadvantage.
If you are in agreement with the above, please sign the enclosed copy of this letter and
return an executed copy to me. Once again, we aze delighted to have this opportunity to work
with you. Please feel free to call me if you have any questions or concerns during the course of
ourrepresentation.
Very truly yours,
CUNNIN , VOGEL & ROST, P.C.
Daniel G. Voge
Lnclosures
AGREED TO AND ACCEPTED:
CI'1'Y OF RIVER DE, MISSOURI
B �
Nan h pson, Esq., City Attomey
Date: _���(�, 2010
City of Riverside, Missouri
April 23, 2010
Page 3 of 4
ADDITIONAL TERMS OF ENGAGEMENT
Our Clieut. The person(s) or entity(ies) who are the client in this engagement are limited to those
specifically stated in the accompanying engagement letter, In order to avoid misunderstandings and/or
inadvertent conflicts of interest in the future, it is understood that, in the absence of written agreement to
the wntrary, neither this engagement nor our work in connection with this engagement shall be '
understood or taken to create an attorney-client relationship with other, including related or affiliated
(e.g., parent, subsidiary, shareholder, partner, joint venture, etcJ, persons or entities.
Provision of Legal Services. This engagement is for provision of professional legal services and not for
the provision of business, personal, accounting, technical, or other advice not constituting legal services.
lt is agreed that the client is not relying upon counsel in this engagement for advice in areas other than
professional legal services, even if such matters should be discussed in connection with the engagement.
Entire Agreement. The accompanying engagement letter, together with these Additional Tenns of
Lngagement, shall constitute the entire agreement between us concerning the engagement and shall not be
modified or supplemented, except in a subsequent writing signed by the parties.
Periodic Billings for Legal Services. Unless other arrangements have been made, it is our policy to
render periodic statements for legal services on a monthly basis. We normally base these interim
statements on hourly rates of lawyers and legal assistants working on the matter. Statements will be due
upon prese�tation and are to be paid no later than thirty (30) days following the invoice date. The
lmounts paid on our interim billings are applied to the total final fee. IF any statement amount remains
unpaid sixty (60) days after the invoice date, the firm reserves the right to terminate its services,
consistent with applicable Rules of Professional Conduct.
Determining the Fee. Generally, fees are primarily based on hourly rates for the respective lawyer or
legal assistant involved. These rates vary depending on expertise and experience. We adjust these rates
from tune to time, as lawyers gain experience and expertise, and with economic conditions. When agreed
to by engagement ]etter, fees are sometimes fixed irrespective of tl�e hours involved. Circumstances,
including those set out below may require departure from the application of hourly rates. Determination
of the total final fee may await conclusion of each specified case or matter so that all relevant factors may
be considered.
"The firm has clients in multiple states. Our lawyers are subject to rules governing the professional
conduct of lawyers in those states. In addition to time spent, these rules list other factors that can be
considered in detennining a reasonable fee. These include: reputation, the skill and experience required
to complete the services properly; the extent to which the acceptance of the paRicular matter will preclude
other employment; the amount involved; the results obtained; the time lunitations imposed by the client
or by the circumstances; the nature and length of the professional relationship with the client; and whether
the fee is fixed or contingent. In the absence of agreement with you, those factors will not be used to
increase our billings for fees above the charge resulting from application of hourly rates.
Paralegals/Legal Assistants/Document Clerks. Certain work will be done by pazalegals, sometimes
called "legal assistants." Such persons, although not lawyers, have undergone training to perform certain
kinds of services at lower rates. In matters involving significant quantities of document management,
document clerks may be used to perform tasks at lower rates than those of legal assistants. All such work
City of Riverside, Missouri
April 23, 2010
Page 4 of 4
is supervised by lawyers. The use of such persons allows us to deliver legal services to you at a lower
cos[.
Client Disbursements. Matters may require, from time to time, certain monetary advances to be made
on your behalf by the finn. Some of "client disbursements" represent out of pocket charges we advance,
others represent internal costs (including costs such as fees for service of pmcess, court filing fees,
deliveries, copying chazges, travel expenses, computer assisted legal research, etc.). It is understood that
while acting as your lawyers, we have the authority to use our best judgment in making such expenditures
on your behal£ Unless we have made prior arrangements with you, we will send you monthly billings for
client disbursements incurred during the preceding month. If the nature of the matter is such that we
anticipate substantial advances, we may require a separate deposit for such purpose. Substantial
individual items in excess of $250, such as expert witness fees, the costs of deposition transcripts, printing
costs, etc., may be billed direcUy to you by the vendor of such services. In many matters when lawyers
must examine legal authorities, it is more economical to accomplish the task using computer databases of
legal precedents (instead of the traditional method of manual retrieval). Lt such instances, the special
charges assessed by the provider of these services, Westlaw, are shown on client disbursement billings as
"Westlaw Research."
Client Files. During the course of client representation, this finn retains electronic and paper records
relating to the professional legal services we provide so that we are better able to assist you with your
legal needs and, in cedaui situations, to comply with professional guidelines. We employ physical,
electroniq and procedural safeguards to preserve client confidentiality and to protect your non-public
inFormation. This firm agrees to retain and securely store your client files (which include documents
generated by this finn, by the client, and by others) for a period of six (6) months after completion or
termination of the representation, absent other written ageement between this firm and you regarding
disposition of your files. You may request, in writing, the return of your client files at any time within
such six (6) month period. Absent such a written request, your files will be deemed abandoned. In such
case, you hereby authorize this firm to destroy your files at any time after expiration of such six-month
period. All such client files will be destroyed unless this firm is otherwise required to retain same
pursuant to the Code of Professional Responsibility or the Ethical Rules promulgated thereunder.
E-mail Confidentiality. This firm ofren communicates using e-mail. Any attomey or legal assistant e-
mail could contain attomey-client, con6dential, or other privileged communications. While the firm
makes every effort to ensure that our e-mail and server are secure, Missouri lawyers are required by the
Missouri Bar Disciplinary Counsel to notify prospective recipients of e-mail that (1) e-mail
communication is not a secure method of communication, (2) any e-mail that is sent to you or by you may
be copied and beld by vazious computers it passes through as it goes from the firm to you or vice versa,
and (3) persons not participatiug in our communication may intercept our communications by improperly ,
accessing your computer or the firm's computer or even some computer unconnected to either you or the �
firm that the e-mail passes through. Unless you otherwise instntct us in writing, this firm will assume you
have consented to receive communications via e-mail. If in the future you change your mind and want
future communications to be sent by a different method, please contact the finn in writing immediately.
CITY OF
�IVERS
MISSOURI
Upstream (rom ordinory.
2950 NW Vivion Road
Riverside, Missouri 64150
MEMO DATE: April 30, 2010
AGENDA DATE: May 4, 2010
TO: Mayor and Board of Aldermen
FROM: Nancy Thompson
RE: Legal Services for Telecommunications Related Matters
BACKGROUND: As city attorney, I have been tasked with the duty to identify specialized legal needs of
the City. Currently the City has engaged the following specialized legal services:
• f oe Bednar of Spencer Fane Britt & Brown, LLP to provide specialized legal
services and governmental affairs representation on the levee as well as matters
related to Missouri Public Service Commission and economic development
opportunities within the State of Missouri.
• John Vering of Armstrong Teasdale, LLP to provide specialized legal services
related to employment related matters, including Echols v. City of Riverside.
• Debra Polk of Armstrong Teasdale, LLP to provide specialized legal services
related to bond financing and TIF inatters related to the Riverside Industrial
Development Authority/Horizons development.
During the past few weeks, the need to engage ouuide legal counsel in the area of
telecommunications related matters has been identified. Over the past ten years,
cities in the State of Missouri have been engaged in an on-going dispute with wireless
telecommunications providers regarding the need to pay business license taxes on all
gross receipts to the municipality. Through on-going class action litigation, the major
wireless carriers, with the exception of T-Mobile, have entered into and finalized a
settlement agreement with cities relating to back tax liability and the obligation to pay
the business license tax going forward. A settlement agreement with T-Mobile is
currently pending and there is a need for the City to stay informed regarding the
status of that litigation as well as any activity which may occur with other carriers in
the metro area.
Cunningham Vogel Rost, P.C. (CVR) has represented a consortium of 14 cities to
provide specialized legal advice and representation in the wireless telecommunications
class action litigation. The consortium includes St. Joseph, f oplin, Lee's Summit, and
Raytown. CVR's representation of cities' interesu relating to the class action litigation
has resulted in development of a specialized expertise and knowledge to review the
City's existing code provisions relating to right-of-way management and as well as
franchise fees and business license taxes are appropriately drafted. A copy of the firm
brochure outlining the background of the three shareholders in the firm is attached
for your review and reference.
The Letter of Engagement provided by CVR shows their fee structure to range
between $245-$275 per hour for shareholders in the firm and $135-$185 for
associates. This amount is reasonable and within the anticipated range for specialized
services.
Due to the urgent need and unique existing relationship of CVR representing a
consortium of cities in the current telecommunications class action (awsuiu, staff did
not seek proposals from other law firms to provide legal services in this area. As
other opportunities arise, staff will seek proposals from a larger variety of firms if the
situation warranu.
Do not hesitate to contact me in advance of Tuesday evening's meeting if you have
any questions or concerns regarding the proposed engagement of CVR to represent
the Ciq.
RECOMMENDATION: Staff recommends approval of the ordinance.
BUDGETARY IMPACT: Funds are contained within the budget for outside legal counsel.
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CUNNINGHAM, VOGEL &. ROST, P.C.
legal cou�7selors to local goverr�ment
Cunninghvn, Vogel & 12osC, P.C. is a professional corporatio�t estaUlislied Co provide quality legal
rcpresentation and consulbng to local govermnents and otl�er public-oriented entibes. Tl�e finn's founding
sl�areliolders - Tom Cunningham, Dan Vogel, and Paul Ros[ - have represenCed municipalities, counties,
regional governments, and governmen��il associations througl�out die Midwest and have served as City
attorney or special counsel assisling local governine�iLs in Missouri, K�sas, and Illinois. Cunningl�am, Vogel
& Rost, P.C. is tlie fu law iirm in Ihe region formed exclusively to provide legal represen�llion and
consulting to municipalities and otl�er public and civic organizations.
Our attorneys have seived as appointed Cily A[torney }or nu�nerous �nunicipalities, including d�e ciues
of Green Pv New Tlorence, Olivelte, Pacific, St Ann, St Genevieve, St. Paul, Wentzville, Wildwood,
Warson Woods, and die Village of Marlborough. Lawyers in tlie firm liave also served as special counsel to
puUlic-oriented o�ganizations sucli as die Missouri Municipal League, St. Louis County Municipal L.eague, St.
Louis Regional Arts Coinmission, Nabonal Association of Telecommunications Ofticers and Advisors, Mid-
Ainerica Regional Council, and nuu�erous other local public entiUes - including representauon of or
constilGluon wiCl� over 100 inunicipalities or counties in Missouri, Kansas, and Illinois.
Cumungkivn, Vogel Rc Rosl, P.C. was eslaUlished to till 1 need lor prolessional legal resources Irom a
sin�le law firm that represents only tl�e interests of local gove�nments, wlvle providing tlie legal experience
and resources of inuch larger linns tliat frequently represent clients witli interests el�at. conflict witli tl�ose of�
ilie public sector. Tlie firm also provides traii�vig and resources for elected and appointed oflicials, as well as
inunicipal employees, d�rougl� seininars, educational materi�ls, and individual h•aining progra�ns.
'1'he luin provides a complete leg�il resource [o local governmcnts suxl ollier public interesl clienls,
including representation and consulting relating to:
• General municipal represenlalion
• Zoning, land use, and code drafting
• Redevelopment v�d project financing
• Municipal bonds and 41;calion
• Ublities, telecoimnunications, trancliises and rigl�t of=way
• Local govermrient litigation
• Public o[lici�l u�vning v�d seminus
The inission of our finn is Co provide creative and proPessional solutions to llie complex issues 11�aC
confronl. public oflici-ds and local goverrunents. Like die puUlic of�icials and local govermnents we represent,
we take great pride ui worlting direclly For our coinmunities and have Ilierefore esfaUlished our law firm to
provide a legal resource tl�at is coimnitted to d�e interests of tl�e puUlic sector.
CUNNINGHAM, VOGEL & ROST, P.C.
/ega/ counselo�s [o localgovemrnent
75 W. Lockwood, Suite One
SL Louis, Missouri 63119
314.446.0800
www.mutticipal6rm. com
0 Cunnuigluun, Vogel & Rosy P.C. 2010
CUNNINGHAM, VOGEL &. ROST, P.C. !
legal counselors to local goverl�ment
UTILITIFS, TELECOMMUNICATIONS AND FRANCHISFS
Clianges in federal and state law l�ave made dealing widi cable, telecoaununications, and utilities an ever
more complicated task. Preserving revenue sources and protecting rights-ot=way require new and creative
approaches to franchising and regulation. j
Ow� attorneys liave represcnted citics, counties, public audiorities, and consortia of cities sponsored by
the St. Louis Counry Municipal League and Mid-America Regional Council, arr�ong ottiers, rclating to
telecommunications, caUle and right-of-way issues. We have assisted our clients in the drafting of model
caUle and telecommunications codes, wireless antenna siling regulations, and fonns and procedures for
telecommunications and cable franchises and right-of=way management.
Current and recent projects in ttiose areas include:
CAAI.E FRANCHISES TAXATION AND R�VENUE
• Negotiation of Elech�ic, Gas, Water, • ConsulG2tion Regv Franchise, Utiliry,
Sign and Odier Ulility Franchises and Gross Receipcs Taxes
• Negouation of Cable Tranchises • Development. of Revenue Sources Relating Co
Public or Odier Property
• Dr<iliing of Cable Codes • Litigalion Regarding Tax �nforcement
RIGHT-OF-WAY REGULATION� WIRELESS TELECOMMUNICATIONS
• Dralling of Right-of-Way Codes • Consullation Regsu ding Telecommunicalion
Tower Sites and Regulations
• Representation Relating to Right of-Way • Negoliation of Telecommunication Leases
Disputes
• Negotiation of Riglil-of-Way Use Ap,�eeuients • Consultation Regarding Development of
Mwucipal BroadUand and Wireless Semces
• Developmenc of Rightof=Way rorms, • Drafling of� Model Tower-Siting Codes
Applications and Procedures
MtINICIPAL 17TILTI'IFS �
• Franchise Negotiation ��d Regtilation
• Municipal Ra[e Setting
• Sewer and SCOrm Water Utility Regulation
• Pole Attaclunent Regulation and Agree�nents
• Municipal Utility P'inancing and Acquisition
• Municipal Ublity Terricorial Issues mew,N„�i,��, vo�i n� xa��, r.e. so�o
CUNNINGHAM, VOGEL & ROST, P.C.
legal counselors to localgoverlunent
REPRESI:N7'ATIVE MUNICIPAL LI1'IGATION EXPF.RIENCE
State ex �e%,jackson v. Ciry ofJoplir, et al., 300 S.W.3d 531(Mo. App. S.D. 2009) - OUGliued judg�nent ui favor oF ��e CiLy of
Joplin iu oUtaining judgnaut iu favor of tl�e Cily iu a eliallenge to d�e Ciry's applicatiou of procedmal zon'vig ordiuuices and g�ant oF
a special use pernut.
Fnedrich v. City of✓oplin , Case No. 09A0-CC00267 Qasper Cowity CircuiC Cowt, 2009), et al. - Represeu[ed va�ious cities iu
sep:uate, but related lawsui[s challeugiug lhe cities' gcue�nl city sales 4�es w�der federal civil rights sGltute.
O7Yeil's Markets Inc., v. Jeflerson Gounry, Missouri, Case No. OFjJr CC00681 Qeffersou Comity Circuit Comt, 2009) -
Represeuted Jeffersou County, Missowi u� a jwy trial t��st claim of 'vrverse conde�ruiatiou Uy a grocery store relaled to road
coustruclion project.
USCOC of Greate� Missouri, L.L.C. v. YV/age ofMarlborougl, Aqissouri, 618 F.Supp.2d 1055 (�.D. Mo. 2009) - Successfully
defeuded Village in suit brought uuder f'ederal Telecommunications Act of 1996 and Civil Rights Act by national cellular telephoue
com��y reL2ung to deni.d of a cell tower 2pplicauou.
Essex Coutracting, e[ a/. v. Jefferson County, Missoun, et al, 277 S.W.3d 647 (Mo. Uauc 2009) - ObLlined judgnent in favor of
Cow�ry :md 6omeowi�ers associatiou iu actiou Uy subdivisiou developer on suUdivisiou improveme��[ Uouds. Missomi Supremc
Court ordered forleiWrc of bouds due Lo ll�e developers failure ro timely complete subdivisiou improvemen(s.
United States ofAmerica, et al. v. J.H. Be� Constrvction C'o. lnc. et al (L.D. Mo 4:07-CV-01268 2006) - Represeuted City of
Wildwood, iu coujuuction willi SG1te oC Missouri aud U.S. Depu unent of Justice action, euforciug Cle:m Water Act and gadiug
regulauous tliat oUl�iined cousent decree coustiWting Il�e l:ugest penalty For I.vid disturb�mce violations iu Missomi history.
Ci[y ofSp�eld, Missouri v. Board ofFducatio� o£the School Dis6ict ofSpiir�eld, R-12 and Greene County, Missou.i, Case
No. Sll26453 (Mo. App. 2005) - Represeu[ed Anvcus Cmiae Missomi Mimicipal Le:�ue in supporting appGcation of pl:uming
s4ltute Co otl�er goveruntei�G11 entities.
Home Builders Associa/ion v. Ciry of WVdwood, 107 S.W.3d 235 (Mo. Uu�c 2003) - Represeuled City of VVildwood in Missouri
Supreme Courf case uphold'v�g d�e righ[ of cities Lo require (l) suUdivisiou maui[en:uice Uonds to gu:u':uitee tl�e m:uncenwce of
suUdivisiov unprovemeuts, :md (2) suUdivisiou cousuvcuon escrows iu vnouuts that accouut for inDation, prevaili�ig wagc vid ury
uuexpected conditions.
I//i�ois ex rel. Demond Signs, Ltc. v. City of OFallo�, Case No. 01-CH-929 (SC Clair Cowity, Illinois Cirwit Comf, 2003) -
Summary,judgmeuC grantcd iu Favor of City on c1i111enge to iuvolun4�uy amiexation. Appe:tl disinissed iu Favor of tlie City.
Rucci v. City ofPacific, 327 F.3d 651 (8'" Cir. 2003) - Represented die City oP PaciFic ui oUtainu�g a disiniss:il iu Fede�al Cow�ts iu
challeuge to City zoning rcgtJnlions.
Wo/fner v. Board ofAdjus6nent, 39 S.�'V.3d 76 (Mo. App. 2003) - Represented d�e City of Wv'sou Woods ii� die Missomi Comt
of Appeals iu vi appeal fiom a deuial of vaiiances to mustruct ncw l�omc. Cour[ fotu�d d�at Applicuits failed to meet tl�eu• Uwden
oF sl�owing "piactical diffiwllies" aud diat p�actical dilliculties were sclfrrealed vid did no[ iuvolve ecouomic impact ou d�e l:u�d
ilself.
Missouri Mur�icipal League v. FCC, 299 r.3d 949 (8 Cir. 2002) - U.S. Supreme Cotu't, Ce�Y. penditt� - Represented NaUOnal
Associatiou of Telccommmucations Officers a��d Advisors (°NATOA") iu filing its brief as vnicus emiae in support of die Missom'i
Muuicip:il League's successful request For reversal of lo i� M/ssomi Mw�ici��l Le.'rgue, et nl., I'CC 00-443, 2001 WL 28068 G'el.
]:u�ua�y 12, 2001).
Cheste�e/d Y'V/aqe, Lic. v. City ofCheste�eld, 64 S.W.3d 315 (Mo. bauc 2002) - Represe��ted Amici G}niae Missouri Muvicipal
League and the SL I.ouis Cou�ity Mwiicipal L.eagve seekiug reversal of die Cowt of Appeals' ivling aud�orizing zoniug d:unagcs
a�aius[ tlie Cily oF Clies[erField. Tlie City ulumately prevailed ou appe:il and tl�e Supreme Court affirmed tlie hial cow�Ps ruling iu
favor of Ilic City Uased ov fLnici Curiae:uguinenLs.
,JMB No. 2 v. CityofWVdwood, Case No. OICGO01146 (St I.ouis County CircuiC Cotu't, 2002), appealdismissed - Represented
die City u� a suit Uy a developer complaiuing diat d�e City's zo�ung and master plan were uureaso��able :u�d arUihary, as well as
violalive of the U.S. Consti[uuon. APfer removal lo fede�al wwl, developer dismissed and re-filed 'ui state court. Summ�y
judgmentwas then gr:u�ted iu Favor of d�e City ui st�lte cour[:uid developer's suUsequeutappeal was voluu6vily dismissed.
�Cunningham, Vogel & Rost, P.C. 2010
CUNNINGHAM, VOGEL &. ROST, P.C.
le�l counselors to localgoverr�ment
PUBLIC I�NANCE AND BOND COUNSEI, SERVICES
Cunnir�gliun, Vogel & Rost, P.C. was formed to provide specialized quality legal representation and
consLdting exclusively to local governments and od�er public and civic organizations.
Our attorneys have over diirty years combined experience in municipal and puUlic finance law. We
have served cities, counties, puUlic autliorities, and special ta�cing districts and have acted as special
public finance counsel, Uond counsel and issuer's counsel in numerous public offerings, private
placements, and short-term finuicings. We also have experience in preparation of capital
improvements prograrris, facilities expansions, and comprehensive puUlic infrastructure fmancing
strategies for cities and counties. We have assisted client communities in the evaluafion and use of
puUlic incentive mechanisms, economic development programs, and strategic plans. Ttils experience is
enlianced by our acknowledged expertise in land use, development and local government law, real
estate law, and state and local t�ucation.
We counsel puUlic sector clients in all phases of financing and refinancing transactions from initial
structuring consultations through final offerings. We are recognized for die creativity of our approaches
which frequently involve comUinations of innovative finuicing techniques. During the last ten years,
our attorneys have participated in financings totaling over One Quarter Billion Dollars. Addition�illy,
our attorneys have assisted in numerous short-term Uorrowings for operating timds for cities and special
purpose ta�cing districts.
BOND COUNSEL SERVICES PUBLIC INFRASTRUCTURE FINANCING
• Public Oflerings/Private Placements • Shategic Plans and Inli'ash'ucLure and
• Municipal Retinuicings rinancing Sh
• General Obligatioi� Bonds • StaCe and Loca11'�atiou
• Revenue Bonds • Special Assessmen�s
• Tvc Anticipation Notes • PuUlic Buildings, StreeLs, Ulilities and
and Short Teriu Borrowings Oilicr Infi-astructurc Tinancu�g
ECONOMIC DEV�LOPMENT FINANCING
• T�uc Increment rinancing • Transportation Development Districts
• Sales Ta�c Rebates • Transportation Corporation rinancings
• S41te Tax Credits • �nterprise 7.ones
• 1'�ix AUatement (Cli. 353, 99, 100 RSMoJ • Special Business Districts
• Neigliborliood and Community • Special Services tlreas (Illuiois)
Improveinent Districts • Chapter 100 Bonds
• Public-Private Paz • Municipal L.easing
� Cunninglv�m, Vogel & Ros�, P.G 2010
CUNNINUHAM, VOGEL �Z. ROST, P.C.
lega/ coui�selors to local gover�iinent
D:m Vogel is a founding sl�areholder of Cwmiugh:un, Vogel & Rost, P.C. He rcpreseuls ,
mw�icipalities :u�d local �overnment iuterests diroughou[ d�e Midwest relating to
muuicipal lv�d use, franchises :u�d telecoiiunwiicalions, litigatioi�, :uid general muuicip�il
15SUC5.
D;u� has represei�ted dozens of mwiicipaliues iv Missouri, Illuiois wd Katisas relati�ig to
zouiug :u�d developmenf code draftiug, specialized developmeiit ordu�ances, I:vid use
litigation, condemualiou, :md related issues. E[e has served .�s specill counsel ou Uelialf of
municip�d :�ssociations such as tl�e Missouri, St. Lotis County, wd SL Cliv Couuty
Muuicipal I.eagues �id llie National Association of Telecommw�ications 011icers :uid
Advisors. He 6as also represented nwnerous groups of muuicip:ilities in bo�li d�e Kv�s.�s
City v�d SG L.ouis rebrious relatiug to telecommw�ications, taxatiou aiid rigl�ts-of-way
mvr,igemenL He litis seived as ll�e appointed City Allomey lor Wildwood, Greeu 1��rk,
wd Pacific, Missouri.
D:ui rcccivcd liis B.A. degree, smnma curn /,zude, from tl�e iJniversity of Missouri-
ColuinUia iu 1986, v�d w:vs awarded membersl�ip in Phi BeG1 Kappa. He received ]iis J.D.
de;gree lrom Ilte Uiiiversity of Vir6rii�i:i i�i 1989, wl�ere he was elected to the Order of tl�c
Coif :u�d served on the �ditorial :uid Article Review Bo:uds of tl�e Universi[y o£ I�irgint�e
Daniel G. Yoge/ [,�2rv Reviere After carning liis law degree, he clerked for tl�e Hoi�orable Jerome Farris,
Shve/7older U.S. Court of Appeals for ll�e Nuidi Circuit in Seattle, Wasl�ingtoii.
PRACI'IC�ARGAS P1tOIFSSIONALAFF[IdATIONS
Missowi Bar MemUer
1Vlunicipal I.aw Illinois Bar Member
I.aud Use & Zouuig Missouri Mwiicipal Attorneys Associnuon
Uh�ily/F�[:ulclliSC L.aw �nerican Planniug Association, Missouri nnd SL I.ouis Chap[ers
Govenunent Li[igahou Nabonal AswciaUOn of Telecommunicauons Otlicers and Advisors
COUATADMLSSIONS
Unitcd S��tes Supreme Court
$AI2.`,DMLSSIONS United S�i[es Cow'[ otAppeals lor die Cighdi:md Nindi Cirewts
Federal Distric[ Cowt [or die E.utem Dislric[ of Missomi
Missouri AwAADs
Illinois
Rr.cipien[ of d�e 2007 Lou Cu:cl� Award Misso�ui Municipal Attorneys AssociaUon
PRFSP.N"1'ATTONS/SF.MINARS
E,DUCATION Lega/Aspects ofP/anningae�dZoning, Soudiern Illinois Universi�y's Maste�s Progr;un, `2010
Lr.galAsyccts o!P/.annir{gatzd Zoning, Cliw�ccllor's Certifica[c Rrogrmn, 2004 - 2009
University of Missotv'i-Colwnbia, y� olCityand CountyPl,vuvngc� Zonit{g; Mid-Missouri APA, 2008
B.A., sumtna cutn l�ude, 1986 CiGZen P/�mner WoiksGoq MctropoliL•m P4mnii�g Commission (Llinois ChTpter), 2006
U�uversily of Viigi�ua, J.D., Order Lega/Aspeces ofUpdaGr� yom�Mns[erP/.�m, SL Louis Counly Municip:d I.eague, 2006
ol� lhe CoH�, 1989 P/:uuiing, Zwvr:g� Subdivisions, Americaz� Planning Association (Illinois Chnp[er), 2005
L'verydiiny Yo�Ah+.rys N4xnted [o Knorvlr�om You�� CityA![ome�; but N�r.ir. Afiaid [oAsk, Missouri City
Cledes :md Pinutce 011icers AssocinUOn, Sp�ing Listim�e, '2005
I.00AT'fON CuneiginglL"ghtro!-Waylss�es, Missouri Mwiiciyal Altorueys Associalion, `2004.
SuGdivision Esciorv O�din:uices, Missouri Mwiicipal Attorneys Associauon, 2003
75 W. Lockwood� Suile One ResJudicaGa and "1'empotary T.7/rirtgs in Zon/ug G�ses, Missouri Muuicip.�l Attorneys Associalion, `2002
SL Luuis, Missouti 63119 Tiaditran.d NeigGbai/�ood Deve%pment, APA PourSt.rte Conlerence, SL Louis, Missowi, 2001
rrwrv.municip.�/limzcom Telecommunica6ons �C Lmd Use LawSemimv, The Seminar Grouy, SC Lows, Missouri, 2001
Te%communica�ons cC 7he R'gh[s o! 4I/ay, Luid Use L�w Semnuv', 2001
Te%colmnunicabonsFimndvsir� NATOA Coiderenee, Seattle, Washiugton, 2001
2ghts-of-Wa��Man:igemen[, Americui Public Works AssociaGon (APWeV, Missowi C6apler, 2000
CONCACI' INFORMATION AR7'ICLES/PUSLICAT[ONS
i14.44•6.0800 Conseivabon Sobdivision Design Task Force, Conservation SuGdivision Desi�� Har�dGook, Soudnves[em
314,.44,6.OS01 (lu) Illinois Resource ConservaUon & Developmen4Inc, 2006.
daz�C�inunicip�nll.com Horv Citres Dea! �+�tl� Ne�v Te%comrnunicafions .vid &badlzved Nehio�k Provideis, InternaROnal Municipal
Ia�ryers AssociaROn's ("IM1.A's� 6fi Aimual Conference, Auyvs[ 28, 2000.
D. Voge] & P. Rost, Holdirig Your Cro�ind.• The Rolc of Emaronmenh.J/y /'iiend/y Redeve%pment
RegulaUOns, MIS50[JRI Mi1NICIPALREVIEIV� Pebru�y/March 1999.
D. Vagel & P. Rost, Municipa/ Rezonings In Irgb[ of fGe Yesfed RigGGS Doctrine, ST. IAUIS BAR JOURNAL,
..rzo�o Wintcr 1998
CtJNNINGHAM, VOGEL &. ROST, P.C.
legaJ counselors to local gove�mnel�t
Tliomas A. Cwwuigha�n is a lowiding sl��reholder of [he law l�rm of Cwutiugli�un, Vogel &
Rost, P.C. u�d pr.ictices 'vi U�e azeas of mmucipal fivance, developmei�U��edevelopment, �id loc�il
�•e;, qovenuneutd law. Tom Las exfeusive experieuce u� [I�e use of econo�nic u�ceutives for
� �,z development projec[s :md capital facilities finvicings for aud "on be1�11f of' local governinents v�d
pubGc agencies utiliziug ge�icrd oUligation Uouds, special oUli6cition bonds, private activity
revenue bonds, IeaseLold revenue bonds, uidustrial reveime bouds, TIF Bonds, NID Bonds,
Cliapter 100 Bonds, 501(c)(3) Bonds, :uid t.0 auticipatiou notes. He l�as acted as bond counsel,
issuer's couusel, :md bon�owc�'s counsel u� nu�nerous local govermneut fui:wcuigs vid
?.. Y.' ���� refuuvuings. Tom has p.uticipa[cd 'u� fln:mci��s to4�luig over One Qu:uYer IIilGon lloll:u�s.
Mr. �nuingl�am lias seivcd as City A[torney lor d�e cities of New h7orence, Ste. Genevieve,
Olivette, :u�d St. tLvi, vid as Speci.il PuUGc Pinu�ce/12edevelopmeut Com�sel to d�e cities of
Bowl'v�g G�ccn, Ch:u�lcsfon, Danlemie Pr.tirie, Festus, Gree�nvood, Lotisi:u�a, MoUerly, Pac�c,
Raymore, St Cluvles, WeutLVille, and Wildwwd, vid as Gener:il Com�scl to tl�e S[. Louis
v�
Regional ArLS Conunissiou. I�Ie is a frequent lechv statevt�de on die usc of puUlic inccntives
:md redevelopmenl lools iu Missouri, including� NIDs, CIDs, T[F, ti�d TDDs; Cl�apter lOQ
revenue a�id general obGbntioii bond issuu�ces; v�d real property tax aUatemcut uudcr die Urb:u�
Redevelopmen[ CorpaaUons Lzw. He is d�c co-autlior oF the Urb:ui Redevelopment el�apters of
Uie Missouri II:u Contuiuing I.e�l I'.�lucatio�i DeskUooks on Re:il Gslate Law ai�d Loc�d
GovenunentLaw.
Mr. Cwmu�gl�a�n received lus B.EA. u� Desigu 1i�om Syr.icuse Uuiversity, his M.C.R.R 1TOm
Thomas A. C�tiinningham Rutgers Uiuversity, :u�d lus J.D. tiom IIoston University Scl�ool of L1w, wlie�e lie seived as
.S/7tie/7o/C/el M:u�aging &litor, Boston U�uversity Legislative Services.
He is a mcinUer of the Missou�i :md Illu�ois A, rs, a Ch;uter Me�nUer of the tlinerican InstituLe
PRACITCE AItEAS of CeiYified Pla�weis and of Nic Aine�ic:m Planniug Association, vid a memUer of d�e Ainericv�
Bar Associalion (StaLe v�d Local Govenvnevt Sectiou), fl�e National Associafiou of Bond
PuUlic Fiuwce I-1e'yers, :md tlie Missouri Mu�ucipal Attorneys Assceiation.
Redeveloptneut PuhGcalions and I.ecmdne
I,FI11(� USC c�. Z011111g ' APA, C6ancellor's Cxrtificate Progr;vn - Loca/De� elapmentF'm:utciog, 2006 -2010.
Mullicij7a� 1.8W ' APA, National Conference • Pund,vnen4x/s ofRederelopmen[ WeGinar, 2009
' Missouri Mwiici��;� League - Annu:� Conference, Plays Wel/ ��v�h Ot/�rrs Ce[[iny A/ong in tlie Loc,J �
BAR.�llMISSIONS Dere%pmen[C.vne,200J. i
Missouri, 1989 � Missouri Mutilcip:d Le;�ue - Ne�vly Glec[ed Oflicials Conference, Nuts c@ Boles ofP/vi�irig R 7.�ning, ,
2007 uid `2002 I
Illinois, 1990 • Missouri Muuicipal League - Am�ual Co��fereuce, Nu[s � Do/ts o/'P/rmningFc Zonu:gPLUS, 2007 uid
2008.
EDUCATION • Missom�i Society of CPAs - Governmenlal Armuuling Co�derence • Lor,J Deire/opinen[ Fin:uicing,
Bostou U�uversity, J.D., 19A9 �008.
' Osage Beac11/Camden County -Leadership C.vnden County, Loc:JDere%prnent Pin:msing, 2008.
12utgeis Ui�iveni(y, • URBAN REDEVCLOYMENT, Lor.d Goremme�ztL�rv, ConUnuing Legnl P�luc�fion DeskUook (w�tli
Masle�� of Cily vld Regioual Irvin Dagen) K SuyplemenLS Un�ough 2008; Missouri Bar.
Plvming, 1976 • pluiois AI'A - Cilizen Pianner Workshop, /!/inois Loca/De�rlapmentl%in.v�cir�g; 2007.
Syi'�cuse U�riversity, B.F.A., 1971 ` Illinois Do�vnsta[e & Soudiwes[e�n Illinois City Mui:�ers Ass'n • Joint P:dl Meefiug, !//inois LocsJ
Dei�elopmentTin��ciqq, 2007.
I.00A7'ION � Nordi Central Municipal Rinancc Pomm - T.�u-7nrenliirslorDere%pmen; 2007.
' URBAN RF.DEVELOPMENT, Missouii Re;Jlsha[e Piactice, Contiuuing L.egal Cducation Deskbook,
75 W. Lockwood, Suite Oue 4" Ed., and Supplements dvough 2006; Missomi Bv.
SL Louis, MO 63119 ' Missouri Mw�icip�l Leayve - Aimual Couference, Pnctic:JReJe� elopment in a Pos[-Ke% Woild, `L006.
«�vrv.nitu�/cipa/6t7n.cotn • SL Lows Comity Mwiicip:d League, Pinposcd Missouii Sf.�fe Co��semtron;il lniaao�e: 7rie Tuoh�y
I'vnrnen[IJom.vn"Amendme�, 2006.
�'.ONTAGT INFORMA'PION ' Missouri Mmvcipal Attomeys Assn, PracvcaJRedere%ptneotin a Pos[-Kelo Wo+�d, 2006,
314.44•6.0805 ��e�ic�� Pl:uming Associabon, APA Module 6- Lega! Aspec[s o! Plannmg e� Zoning (Includi�g
Fiiz.u+rir�g fi De� elapmcn! EconomicsJ, 2004.
314.4�6.0801 (F.o:) • Missouri Mwucipal League, Compr�hensive Re�veiv ofRei�enue Soufces fo� Cayrt.a/Lnprnmments �f
tom@inunic•ipalfum.com Sen�ms, 2004�.
' Lis[cd as IIond Cowiscl in The IIond Du� ei's Municip:d M.vfre[p/ace (die "Red BooG'1.
' InslituteofPropertyT�aUOn:'Oven�e�volLconomicDeve%pmen[vidRedeielopmen[Fin.vuing.vld
.. rzam Ir�cenGVe Rz�giams - Mid�resCRegio� (Missow; !l/inois, K.�nsas and Io�raJ';uldress to A�mu�l MeeUng
in Orl:mdo, Ilorida.
CUNNINGHAM, VOGEL Sz, ROST, P.C.
legal counselors to /ocalgover
� Paul V, Ros[ is a fom�d'u�g sl�:u�eholder of Cumungh:un, Vogel & Rost, P.C. His principal
prac[ice involves I.wd use v�d zoiuug issues aloi� wid� otlier maueis alTecling muiucin�ilities uid
�.'� � ?{�: o[l�er gaverumenf<�1 eutities.
.. r �.�tE . 'gi?� �%
.� �;'�- Paul lias served as cousullaill to mwucip:ilities witli regard to lemd use pl:umu�g :md regulation
'����' u�d has assis[ed in dnttuig :uid revien�ng comprel�ensive zo�tiiig codes. Paul l�as represcnted
� muiuciPllities ui zovu�g :utd l.v�d use matters before tlieir boards of adjusUneut, l�as seived as
�� counscl to plauuing �md zouiug commissious, and lias advised municip:ilities in d�e drafting,
�. � u�teipretatiou vid etilorcemcnt of'vvious cocles aud ord'uumces. Hc has also represented thesc
���. public entities ui litigation both at die t�ial level aud before [he court of' appeals. Li additiou, Paul
. � has beeii respovsible for d�e developmeut azid imple�nentation of v.vious inunicipal
�� . � admiuistrative procedw'es. He lias ezpetience wilh biddu�g procedures v�d prevailing Kage
� compG.mce on puUlic works projects.
Paul has expe�ience wid� public/private Pv aud luiu�cuig options such as T�
Iucrement rn�v�cing (I'IF7, tax abatemcut (Chap[cr 353), uid Tl:uzspoitatiou Development
Par�l V. Rost DisWcts (TDD).
.S/1�Pe/1o/!/ef' Paul seives as tl�e City Atro�ney for Green Pu'k, Waz�soi� Woods and Wentzville, Missouri, uid
ll�e Vill��e Atlomey for d�e Village of Mazlborotglt, Missoun. He also lias experience wid� state
:u�d feder<il admi�ustrative proceed'u�gs, as �vell as u� a Uroad anay of couhad dispuLes, :u
PRAGTICE AREAS matters, and I�as assisled iu tl�e defeuse of class actiovs.
Paul received his J.D. degrec, cmn /.2ude, from Sau�t Loais Uuiversity cmd liis B.A. deg�ee from
Mmiicipal Law the U�uversity of Missouri-Colwnbia. Prior [o begiuniug liis practice u� Missouri, Paul was an
I aud Use &"l.�niug associate a[torney wiU� Baker ponelson, ui Mempiris, Teunessee. Wliile u� law school, Paul was
GovcmmcuG�l Litiyntion ;iW a Faculty Fellowslup, was d�e Notes v�d Co�nmen[s Edi[or of tl�e SaintLouis Uru�eisiry
Public Pi�iwce I.aw � founia/, a��d served as law clerk to l6e HonoraUle Willivn D. Sliclil, United S[ates Distrid
CourL for lhe Southern llis[rict of llliuois.
BARADMISSIONS �o�siorvu.AFruan�r[oNs
MISSOW� �1e MISS011II BAC
Tetuiessee 17�e Tennessee Bar
Missomi IIar Assceintiou
Missouri Municipal A¢omeys Associltion
EDUCATION Ci�y Clerks :md rnwee O(ticers Associafion (Eas[ern Di��sion)
Bu AssociaUon of Metropolibm St Louis
U�uversi�y of Missouri, B.A., 1989
Sau�t Louis U�ilversity,l•�•� COURTADMISS[ONS
crttn /,aude, 1992 Uni[ed Stx[es Supreme Court
United Sta[es Cour[ oFApyeals for die Sixlh Circui[
Uniled SL2Les Uistric[ Cour[ fbr die Fastern Distric[ of Missouri
I.00AT'ION United Sta[es Dishict Cour[ for d�e Wes[em Distric[ of Tennessce
Set.sc�•eo I.e.cixtnrs/SP�Cties
75 W. l,ockwood, Suile Oue Bavd afAdjustrneo(/Planningc� Zoning-Trainings Fe Oriet�lalions For v�'ious Cifies
SL I.ouis, Missouri G3ll9 City Clcrks & Finance O�}icers Ass�i, Spring InsbN[e - Ge�cr.al Lega/Issues, `2005 -`L009
ww�t:tnm�ieipttlfitm.rotn City Clerks & Fin��ce 011icers Ass'u, E:utern Division - Ordin.vzce Dialh'ng 107, 2004
City Clerks & Pin�ice OI}icers Ass'u, Spring Instilute - Sunshine Ad cF Rerord Xe[en6o�z, 200A ,
S4 Louis Counly Municipal League - 7Y�e Boaid ofAdjus6nen[ c� �he Iarv o(Y•enances, 20U3 �i
CONTACI' INI�ORMATION City Clerks & Pnance ORcers Ass ii, Spring InstiLUte - HIPAA Piiracy, 2003
St Lows Cowity Mwiicipal Le. yve - Co+npleubn ofPuL/ic Woi:Es I3njects, `2003
City Clerks � Fin�ice Otticers Ass'n, Spring Insfilute - W.�ge, rpe SpeecG c@ Od�ei- Workp4xce /ssues,
314.4A,6.0800 2002
314.446.0801(fa�) An'ncc�s/P.+ee�+s
pau/��n7utucipa/luzn.com P. Rost & R. Moehlman, SG�[u[oryRequir�ments foi' Pub/ic Wo�l.'s Conln, cGs, Missouri Mmiicipal Review,
2009
Co-autl�oq Chapter 20 - Zolvng, Subdivisions .u�d /Lme�:eGOn, Real Esta[e P�acUCe DeskUook �id
Supplements, 71ie Missouri Bv�
D. Vogel & P. Rost, Ho/ding You( Cinund: 77�e Role o! Frnainnmenta//y /Siend/y Rederelopmen[
Regul�aons, Missouri Municip:d Review
D. Vogcl & P. Rost, MunicipalRczonings In ldght oldzc f�cstcd Riglzts Doc6ine, SL Louis Bar)ournal
..rzaio
CUNNINGHAM, VOGEL & ROST, P.C.
legal counselors to localgovernment
Dau�. G. Voc�, 75 W. Locrzwoou, Surre Oxe
dan@municipal(um.com S'�'. LO[n4, Mlssoulu &9119
T�.: 31M1.496.0800
FAx: 314.446.0801
innv.mimiripalfum.mm
Apri123, 2010
Nancy Thompson, Esq.
City Attarney
Riverside City Hall
2950 NW Vivion Road
Riverside, Missouri 64150
Re: Agreement to Provide Legal Services
Deaz Nancy:
Thank you for the opportunity to provide special legal coimse] to you in connection with
the Ciry of Riverside, Missouri. This letter will confirm discussions regarding our engagement
and will describe the basis for providing these services.
1. Client; Scope of Representation. The client in this matter will be the City of
Riverside, Missouri ("City"). We will provide special legal services and consultation relating to
telecommunications, taxation, and franchise/rights-of-way or related issues and such other
special counsel legal work as may be requested by you, as the City Attorney, or the Mayor from
time to time. Other supplementary terms of our engagement in this matter aze set forth below
and are attached to this letter as ADDITIONAL TERMS OF ENGAGEMENT
2. Fees and Expenses; Billing. Actual fees for professional services aze based upon
the amount of time expended in accomplishing the work and the regular hourly billing rates for
each attorney or legal assistant devoting time to this matter, which may be changed by ihe firm
from time to time. Our billing rates for attorneys currently range from $245 to $275 for
shazeholders, $135 to $185 for associates, and $80 to $125 for legal assistants. Consistent with
our policy, we will bill the City on a monthly basis for professional fees and expenses incurred
on your behalf and bills will be addressed to the City for payment. We will include in our
statements sepazate charges for photocopying, messenger and delivery service, computerized
research, travel, long distance telephone, and telecopy expenses. Other fees and expenses (such
as accountants, consultants, or other professionals, if required) generally will not be paid by us,
but will be billed directly to the City.
3. Conflicts. As you may know, Cunningham, Vogel & Rost, P.C. represents many
govcrnmental endties throughout the region, including municipalities and other governmental
clients in Missouri, Kansas, and Illinois. In the event a conflict exists that is deemed not to be
subject to any waiver by applicable ethical rules, we shall withdraw as counsel for the City.
Although we aze not aware of any current representation in which we would be adverse to your
City of Riverside, Missouri
April 23, 2010
Page 2 of 4
interests in this matter, it is possible that some of our present or future clients may have disputes
with you during the time we are represenGng you. We ask, then, that you agree that our firm
may continue to represent or undertake to represent existing or new clients in those matters
which are not substantively related to our work for you, even if the interest of such clients in
those matters is directly adverse to you. Except as provided herein, we agree that your
prospective consent to conflicting representation as set forth above shall not apply where, as a
result of our representation of you, we have obtained sensitive, proprietary or other confidential
information of a non-public nature that, if known to any such odier client of our firm, could be
used in any such other matter by such client to your material disadvantage.
If you are in agreement with the above, please sign the enclosed copy of this letter and
return an executed copy to me. Once again, we aze delighted to have this opportunity to work
with you. Please feel free to call me if you have any questions or concerns during the course of
our representation.
Very truly yoars,
CUNNIN M, VOGEL & ROST, P.C.
Daniel G. Voge
Enclosures
AGR�ED TO AND ACCEPTED:
CI"1'Y OF RIVERSIDE, MISSOURI
By:
Nancy Thompson, Esq., City Attomey
Date: , 2010
City of Riverside, Missouri
Apri123, 2010
Page 3 of 4
ADDTTIONAL TERMS OF ENGAGEMENT
Our Client. The person(s) or entity(ies) who are the client in this engagement are limited to those
specifically stated in the accompanying engagement letter. In order to avoid misunderstandings and/or
inadveRent conflicts of interest in the future, it is understood that, in the absence of written agreement to
the contrary, neitlier this engagement nor our work in connection with this engagement shall be
understood or taken to create an attomey-client relationship with other, including related or affiliated
(e.g., parent, subsidiary, shareholder, partner, joint venture, etc.), persons or entities.
Provision of Legal Services. This engagement is for provision of professional legal services and not for
the provision of business, personal, accounting, technical, or other advice not constituting legal services.
It is agreed that the client is not relying upon counsel in this engagement for advice in areas other than
professional legal services, even if such matters should be discussed in connection with the engagement.
Entire Agreement. Thc accompanying engagement letter, together with these Additional Tenns of
Lngagement, shall constitute the entire ageement between us concerning the engagement and shall not be
�rwdified or supp(emented, except in a subsequent writing signed by the parties.
Periodic Rillings for Legal Services. Unless other a�rangements have been made, it is our policy to
render periodic statements for legal services on a monthly basis. We normally base these interim
statemen[s on hourly rates of lawyers and legal assistants working on the matter. Statements will be due
upon presentation and are to be paid no later than thirty (30) days following the invoice date. The
amounts paid on our interim billings are applied to the total final fee. IF any statement amount remains
unpaid sixty (60) days after the invoice date, the firm reserves the right to terminate its services,
consistent with applicable Rules of Professional Conduct.
Determiniug the Fee. Generally, fees are primarily based on hourly rates for the respective lawyer or
legal assistant involved. These rates vary depending on expertise and experience. We adjust these rates
from time to time, as lawyers gain experience and expertise, and with economic conditions. When agreed
to by engagement letter, fees are sometimes fixed irtespective of the hours involved. Circumstances,
including those set out below may require departure from the application of hourly rates. Determination
of the total final fee may await conclusion of each specified case or matter so that all relevant factors may
be considered.
The firm has clients in multiple states. Our lawyers are subject to rules governing the professional
conduct of lawyers in those states. In addition to time spent, these rules list other factors that can be
considered in detennining a reasonable fee. These include: reputation, the skill and experience required
to complete the services properly; the ex[ent to which the acceptance of the particular matter will preclude
other employment; the amount involved; the results obtained; the time limitations imposed by the client
or by the circumstances; the nature and length of the professional relationship with the client; and whether
the fee is fixed or contingent. In the absence of agreement with you, those factors will not be used to
i�icrease our billings for fees above the charge resulting from application of hourly rates.
Paralegals/Legal Assistants/Document Clerks. Certain work will be done by paralegals, sometimes
called "legal assistants." Such persons, although not lawyers, have undergone training to perform certain
kinds of services at lower rates. In matters involving significant quantities of document management,
document clerks may be used to perform tasks at lower rates than those of legal assistants. All such work
City of Riverside, Missouri
April 23, 2010
1'age 4 of 4
is supervised by lawyers. The use of such persons allows us to deliver legal services to you at a lower
cost.
Client Disbursements. Matters may require, from time to time, certain monetary advances to be made
on your behalf by the finn. Some of "client disbursements" represent out of pocket charges we advance,
others represent internal costs (including costs such as fees for service of process, court filing fees,
deliveries, copying charges, travel expenses, computer assisted legal research, etc.). It is understood that
while acting as your lawyers, we have the authority to use our best judgment in making such expenditures
on your behalf. Unless we have made prior arrangements with you, we will send you monthly billings for
client disbursements incurred during the preceding month. If the nature of the matter is such that we
anticipate substantial advances, we may require a sepazate deposit for such purpose. Substantial
individual items in excess of $250, such as expert witness fees, the costs of deposition transcripts, printing
costs, etc., may be billed directly to you by the vendor of such services. In many matters when lawyers
must examine legal authorities, it is more economical to accomplish the task using computer databases of
legal precedents (instead of the traditional method of manual retrieval). In such instances, the special
cl�arges assessed by the provider of these services, Westlaw, are shown on client disbursement billings as
"Westlaw Research."
Client Files. During the course of client representation, this finn retains electronic and paper records
reladng to the professional legal services wc provide so that we are better able to assist you with your
legal needs and, in certain situations, to comply with professional guidelines. We employ physical,
electronic, and procedural safeguards to preserve client confidentiality and to protect your non-public
information. This firm agrees to retain and securely store your client files (which include documents
generated by this finn, by the client, and by others) for a period of six (6) months after completion or
termination of the representation, absent other written ageement beriveen this finn and you regarding
disposition of your files. You may request, in writing, the retum of your client files at any time within
such six (6) month period. Absent such a written request, your files will be deemed abandoned. In such
case, you hereby authorize this firm to destroy your files at any time after expiration of such six-month
period. All sucl� client files will be destroyed unless this firm is otl�erwise required to retain same
pursuant to the Code of Professional Responsibility or the Ethical Rules promulgated thereunder.
F.-mail Confidentiality. This firm ofren communicates using e-mail. Any attorney or legal assistant e-
mail could contain attorney-client, confidential, or other privileged communications. While the firm
makes every effort to ensure that our e-mail and server are secure, Missouri lawyers are required by the
Missouri Bar Disciplinary Counsel to notify prospective recipients of e-mail that (1) e-mail
communication is not a secttre method of communication, (2) any e-mail that is sent to you or by you may
be copied and held by various computers it passes through as it goes from the firm to you or vice versa,
and (3) persons not participating in our communication may intercept our communications by improperly
accessing your computer or the firm's computer or even some computer unconnected to either you or the
firm that the �mail passes through. Unless you otherwise instruct us in writing, this firm will assume you i
have consented to receive communications via e-maiL If in the future you change your mind and want
future communications to be sent by a different method, please contact the firm in writing immediately.