Larkin Hoifuto~

Larkin Hoffman Daly & Lindgren Ltd.
1500 Wells Fargo Plaza

7900 Xerxes Avenue South
Minneapolis. Minnesota 55431-1194
GENERAL, FAX, WEB,

952-835-3800 952-896-3333

www.larkinhoffinan.com

January 23,2012 Minnesota Senate Attn: Cal Ludeman 231 State Capitol 75 Dr. Martin Luther King, Jr. Blvd. St. Paul, MN 55155 Re: Employment Issue - Michael Brodkorb PERSONAL AND CONFIDENTIAL

'R~CEIVED
JAN 2 b 20i2
MINNESOTA SENATE
,SECRETARY OF THE

Dear Secretary Ludeman:

This letter will confirm our firm's representation of the Minnesota Senate in the abovereferenced matter. The actual fees will be based upon the expertise of the attorneys working on the project, the time expended, and the complexity of the project. The agreed upon rate for my services is $330 .per hour. These rates are generally reviewed and maybe subject to change each calendar year. From time to time, internal conferences will take place among our personnel, and two or more may attend particular meetings or proceedings on your behalf. It is our belief that this does not result in a duplication of effort, but rather enhances communication, improves the overall quality of the work provided, and ultimately proves more economical to you. It is important to us that you be satisfied at all times with our services and responsiveness. If at any time you have any questions or comments about our services, staffing, billings, or any other aspects of our representation, please contact me. My direct telephone number is (952)-896-3275; We will bill you monthly for fees and costs incurred and all invoices are due within 30 days of receipt. In addition to our fees, we may charge for disbursements and other charges incurred in performing services such as, but not limited to, photocopying, messenger and delivery, air freight, computerized research, videotape recording, travel (including mileage, parking, airfare, lodging , . meals, and ground transportation), long distance and local telephone, facsimile, word processing, court costs, court reporter and filing fees. Although we may from time to time for your convenience furnish estimates of fees or charges that we anticipate will be incurred on your behalf, these estimates are subject to unforeseen circumstances and are by their nature inexact. We will not be bound by any estimates except as otherwise expressly set forth in this engagement letter or otherwise agreed to by us in writing. Enclosed is a statement of our firm's policy corrcerning billings and payment ofour. statements for fees and disbursements. You have the right to terminate our representation at any time, upon written notice to the firm. Such termination shall not, however, relieve you 'of yourobligation to pay for all services rendered and disbursements and other charges made or incurred on your behalf prior to the date of the notice or termination, whichever is later.

Minnesota Senate January 23, 2012 Page 2 The State Board of Professional Responsibility for Lawyers recommends that lawyers consciously avoid a misunderstanding as to legal fees and that they enter into an acknowledgment with respect to fee arrangement. \Ve will assume that our billing arrangement is acceptable to you and that you agree to these terms, unless I hear back from you promptly in writing. We look forward to the opportunity to be of service to you on this matter if requested, and . hopefully on other projects. As is our standard firm practice, the terms and conditions set forth in this letter will apply to all future representations unless otherwise agreed to in writing. On future projects, we may simply set forth the scope of the legal services to be rendered and refer back to this letter for the terms of the representation. If you have any questions concerning the above matter, please do not hesitate to contact me.

S~+YlJ~
Dayle Nolan (Ms.), for Larkin Hoffman Daly & Lindgren Ltd. Direct Dial: Direct Fax: E-mail: (952) 896-3275 (952) 842-1725 dnolan@larkinhoffman.com

Enclosure
1389535.1

LARKIN HOFFMAN DALY & LINDGREN, LTD. GENERAL CONDITIONS OF REPRESENTATION This summary is provided as an enclosure to the engagement letter of Larkin Hoffman Daly & Lindgren, Ltd. (the "Firm") accepting new legal matters on behalf of a client. This summary sets forth the basic parameters of the Firm's representation and its billing for services rendered. These terms apply to all legal matters except as specifically amended in writing in the engagement letter. SCOPE OF LEGAL SERVICES You understand that by accepting this engagement we are not accepting any tasks beyond those specifically necessary to complete the matter for which we have been engaged. Our representation does not entail a continuing obligation to advise you of subsequent legal developments that might have a bearing on your affairs generally or, after the completion of this legal work, this specific matter. If during the course of this legal representation it becomes necessary to take on additional tasks, and if we agree to do so, then the terms of this letter will apply to those legal services as well. STAFFING We intend to provide our legal services to you in a timely and cost-effective manner. From time to time, internal conferences will take place among our personnel, and two or more may attend particular meetings or proceedings on your behalf. It is our belief that this does not result in a duplication of effort, but rather enhances communication, improves the overall quality of the work provided, and ultimately proves more economical to you. It is important to us that you be satisfied at all times with our service and responsiveness. If at any time you have any questions or comments about our services, staffing, billings, or any other aspects of our representation, please contact us. RESPONSIBILITIES To enable us to effectively render our legal services, you agree to fully and accurately disclose to us all facts that may be relevant to this matter or that we may otherwise request. You further agree to keep us informed of any developments that may affect this matter, and to assist and cooperate with us as necessary in dealing with this matter. We will rely upon you for the accuracy of all information you provide to us. In reliance upon that information and the guidance you provide, we will provide legal counsel to you and assist you with respect to this matter as set forth in the preceding letter. During the course of our representation, including at or before the time of this letter, we may express our opinions or beliefs regarding the matter or various courses of action that may occur, including the possible outcomes that may be anticipated. Any such statement made by any person acting or speaking on behalf of this firm is intended solely as an expression of opinion, based upon information available to us at the time. Such opinions shall not be construed as a promise or guarantee of any particular result. LITIGATION, ARBITRATION OR MEDIATION MATTERS In litigation, arbitration or mediation matters, there is a level of uncertainty inherent to the process that cannot be anticipated at the outset of our representation. There is at least one other party to the matter, and they may take actions that confound the case and increase the time and expense involved. The judge, arbitrator or mediator may make rulings or issue orders contrary to your objectives, or that significantlyIimit the results obtained by you. Witnesses may die, become unavailable, change their testimony, or be precluded from testifying, again limiting your results. Documents may become unavailable, or may be challenged for authenticity or admissibility. If the matter involves a jury or other fact finder, they may find witnesses or documents irrelevant or not credible on the key factual or legal issues at stake. We cannot guarantee any specific or general result in litigation, arbitration or mediation matters, and our fees for representing you, unless specifically agreed to in a separate written Contingent Fee Agreement, signed by the Firm, are not dependent upon the outcome of your matter.

FEES AND COSTS
Unless otherwise specified in the preceding engagement letter, our fees wiII be based primarily upon the standard hourly charges for the personnel rendering services. The hourly rates for all personnel are based upon their experience and specific areas of legal concentration. All hourly rates are subject to periodic, usually annual, adjustments. The rates charged will be those in effect at the time the services are rendered. Other factors may be considered in determining the final amount of our fees, including (a) the novelty and difficulty of the questions involved, (b) the skill requisite to perform the legal services properly, (c) the likelihood that accepting the representation will preclude the Firm from accepting other employment, (d) the fee customarily charged in the locality for similar legal services, (e) the amount involved and the result obtained, (f) any time limitations imposed upon us by the client or the circumstances, (g) the nature and length of our relationship, and (h) the experience, reputation and ability of the lawyer or lawyers performing the services. The services for which you will be charged will include, but will not be limited to (a) telephone, office and electronic communications with you, with adverse counsel, and with any others necessary for us to handle the matter; (b) conferences among our personnel as necessary to manage and coordinate the representation; (c) factual investigation; (d) legal research; (e) responding to requests to provide information to auditors in connection with reviews or audits of financial statements; (f) drafting of correspondence, agreements, and other documents; (g) travel time; (h) waiting time in court or elsewhere; (i) drafting or responding to discovery; and G) preparing for and attending depositions and other court proceedings. In addition to our fees, we will bill you for disbursements and other charges incurred in performing services such as photocopying, messenger and delivery charges, computerized research, travel (including mileage, parking, airfare, lodging, meals and ground transportation), long distance telephone charges, court costs and fees, facsimile transmissions, and court reporter charges. Unless we otherwise agree, and special payment arrangements are made, fees and expenses of third parties, such as experts, investigators, witnesses, consultants, and court reporters, and other large disbursements will be billed directly to you. Such third parties may require that you enter into an agreement with them regarding the provision of and payment for their products or services. If you do not honor such an agreement or do not make timely payment to such third parties, they may refuse to provide further services to you, which may jeopardize your chances of success or lead to our withdrawal from further representation. There is often a delay in the reporting of and billing for disbursements, and thus the billing for disbursements may not occur at the same time as billings for the related legal services. Although we may from time to time for your convenience furnish estimates of fees or charges that we anticipate will be incurred on your behalf, these estimates are subject to unforeseen circumstances and are by their nature inexact. We will not be bound by any estimates except as otherwise expressly set forth in this engagement letter or otherwise agreed to by us in writing. Fees, disbursements, and other charges will usually be billed monthly, and our invoices are payable upon receipt. If payment is not made when due, we may, with reasonable notification, discontinue providing legal services. We may also initiate such collection proceedings as we deem reasonable and appropriate. An invoice which remains unpaid after thirty days is then delinquent. A late payment charge, computed on the full balance due, will be added at the following rates: 1.5% per month for corporate clients; 1.0% per month, or such part thereof as allowed by law, but not less than 8.0% per year, for non-corporate, business-related legal services; or .667% per month for personal legal services provided to individuals. If any of our invoices are not paid in full, and we choose to pursue collection of the outstanding balance, you agree, by accepting our representation of you under these General Conditions, that the firm witl be entitled to also recover all costs of collection, including a reasonable attorneys' fee, associated with any actions taken to collect the outstanding balance. If a retainer statement is enclosed, we will commence our legal services when we receive payment of the retainer. Unless otherwise stated, the retainer will be applied to our final billing.

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WITHDRAWAL OR TERMINATION You have the right to terminate our representation at any time upon written notice to the Firm. Such termination shall not, however, relieve you of the obligation to pay for all services rendered and disbursements and other charges made or incurred on your behalf prior to the date of the written notice or the termination, whichever is later. We also reserve the right to withdraw from this representation for good cause. Good cause may include your failure to honor the terms of the engagement letter, your failure to pay amounts billed in a timely manner, including both our invoices and those of any third-party vendor or supplier of services, your failure to cooperate or follow our advice on a material matter, or any fact or circumstance that would, in our view, impair an effective attorney-client relationship or would render our continuing representation unlawful or unethical. If we elect to withdraw, you agree to take all steps necessary to free us of any obligation to perform further, including the execution of any documents (including forms for substitution of counsel) necessary to complete our withdrawal. We will be entitled to be paid for all services rendered and disbursements and other charges made or incurred on your behalf prior to the date of withdrawal. DOCUMENT RETENTION AND DESTRUCTION During our representation of you on the matter, we may receive or obtain various documents, including original. documents provided by you or on your behalf. At the conclusion of our representation, we will return any such original documents to you. We normally maintain client files in storage for seven years after the conclusion of the representation. At that time, we will destroy the file. Ifwe have not already done so, we will attempt at that time to return any original documents to you. If for any reason we cannot return such documents, they may also be destroyed.

1389535.1

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