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HomeMy WebLinkAboutReso 95-004 - Approve & Authorize the CM to sign legal services agreement between COR & Duncan, Weinberg, Miller & Pembroke, relating to Ferc & Cars- Related activities RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE LEGAL SERVICES AGREEMENT BETWEEN THE CITY OF REDDING AND DUNCAN, WEINBERG, MILLER AND PEMBROKE, RELATING TO FERC AND CARS RELATED ACTIVITIES, NOT TO EXCEED $100,000. BE IT RESOLVED by the City Council of the City of Redding as follows: 1. That the City Council of the City of Redding hereby approves the attached Legal Services Agreement (hereinafter "Agreement" ) with Duncan, Weinberg, Miller and Pembroke relating to FERC legal support and Control Area Rate Schedule (CARS) activities, in an amount not to exceed $100,000; and 2. That the City Manager of the City of Redding is hereby authorized and directed to sign said Agreement on behalf of the City of Redding, and the City Clerk is hereby authorized and directed to attest the signature of the City Manager and to impress the official seal of the City of Redding on the aforesaid Agreement, when appropriate. 3 . That a true copy of said Agreement is attached hereto and incorporated herein by reference. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 3rd day of January , 1995, and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: P. Anderson, Kehoe, McGeorge and R. Anderson NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: Murray BERT C. ANDERSON, Mayor City of Redding �f A EST: FORM PROVED: CONNIE S'I'ROHMAYER, i Clerk DOUGLAS H. CALKINS Assistant City Attorney LEGAL SERVICES AGREEMENT The City of Redding, California, a municipal corporation (hereinafter "Client") and Duncan, Weinberg, Miller & Pembroke, P.C. , a Professional Law Corporation incorporated under the laws of the District of Columbia and registered as a law corporation in the State of California (hereinafter "Firm") , hereby agree as follows: 1. SERVICES Client hereby confirms prior oral authorization and further authorizes Firm to represent Client and provide legal services as may be authorized and requested, orally or in wiring, from time to time by officers or authorized representatives of Client. Such services may include, but are not limited to, providing advice and counsel on legal matters affecting Client, research, representation of client in judicial proceedings in state and federal court, other dispute resolution tribunals and administrative agencies, and contract negotiation and drafting. The Firm hereby agrees to perform such legal services for and on behalf of Client and to undertake, subject to the approval of the Firm, such additional duties as may be authorized by Client from time to time under the terms and conditions set forth herein. The Firm further agrees to complete such services within the time limits mutually determined to be acceptable to Firm and Client. 2 . FEES For services performed pursuant to this Agreement, the Firm will be compensated at the following hourly rates: Senior Principals $200 Other Principals $170 Senior Associates $140 Other Associates $120 Senior Paralegal $ 80 Other Paralegals/ and Law Clerks $ 65 3 . EXPENSES The firm will be reimbursed for all out- of-pocket costs and expenses actually incurred by the Firm in the above described representation of Client. Out-of-pocket expenses include, but are not limited to, all travel expenses, lodging, long distance telephone and facsimile charges, photo-copying and printing costs, taxis and auto rental, postage, filing fees, word processing costs, transcript costs, secretarial overtime, notary fees and retained consultants' fees (should Client authorize the Firm to retain consultants on behalf of Client) . 4. REVISION OF RATES AND TERMS Notice of any proposed increase in the hourly rates set forth herein or of any proposed modification to the terms of this Agreement will be given no later than thirty (30) days prior to the effective date of that increase or modification. No proposed increase or modification 2 - • will become effective if, prior to its effective date, Client notifies the Firm of objections thereto. In the event a timely notice of objection to any proposed increase or modification is given, the Firm and Client shall attempt to. reach agreement concerning future hourly rates or terms. If agreement is reached, the rates or terms agreed upon shall be applicable as of the date agreed upon. In the event that after a reasonable period the parties are unable to reach agreement, either party may advise the other in writing that this agreement is terminated. 5. INVOICES The Firm will provide monthly invoices to Client at the address set forth in paragraph 7 for all fees and expenses, which invoice shall clearly state the basis thereof. The fee portion of the invoice shall include the amount, rate, basis for calculation, or other method of determination of the Firm's fees and costs. The cost and expense portion of the invoice shall clearly identify the nature and amount of the costs and expenses incurred. Invoices shall be payable within thirty (30) days of receipt. 6. TERMINATION Any termination hereunder shall become effective upon receipt of written notice of termination; provided, however, that the Firm may exercise its right of termination only to the extent and under the terms and conditions consistent with the obligations of the Firm under the Rules of Professional Conduct of the State Bar of California and the Bar of the District of Columbia; and provided, further, that in the event of termination, the amount due the Firm for services rendered and costs and expenses incurred prior to termination shall remain due and payable. 7 . NOTICES All notices, invoices, reports or other communication to the parties shall be properly given if delivered in person or sent by First Class mail, facsimile or overnight delivery and addressed as follows: If to Client: Director of Electric Utility City of Redding 760 Parkview Avenue Redding, CA 96001-3396 Fax: (916) 224-4389 If to Firm: Duncan, Weinberg, Miller & Pembroke, P.C. 1615 M Street, N.W. Suite 800 Washington, DC 20036 Fax: (202) 467-6379 INSURANCE The Firm represents and agrees that it maintains, and will maintain during the term of this Agreement, errors and omission insurance coverage applicable to the services I t - 3 - • to be rendered hereunder. The Firm's current coverage, which is subject to change, is $3 million in the aggregate and $3 million per claim. INDEPENDENT CONTRACTOR The Firm shall at all times act as an independent contractor with respect to the performance of this Agreement, with full rights to manage its employees subject to the requirements of the law. Neither Firm nor any employees or agents of Firm shall be considered an employee of Client for any purposes. EFFECTIVE DATE This agreement amends and supersedes all prior written or oral agreements between the parties; shall be effective on the date set forth below; and shall remain in effect until amended or terminated as provided herein. Date: Duncan, Weinberg, Miller & Pembroke, P.C. By: `��'�►"" City of Redding Approved as to form: By: