HomeMy WebLinkAbout11236Docusign Envelope ID: 4CAAA540-1032-8 D6A-82 E4-7 D BAB F89A65B
ORDINANCE NO. 11236
AN ORDINANCE APPROVING THE COMPENSATION OF
FAIRFIELD & WOODS, P.C. RELATED TO REPRESENTATION
OF THE CITY IN PUBLIC UTILITIES COMMISSION
PROCEEDING NO. 24A-0442E PURSUANT TO THE
ENGAGEMENT AGREEMENT, APPROVING THE
CORRESPONDING CONFLICT OF INTEREST WAIVER, AND
AUTHORIZING THE MAYOR TO EXECUTE THE SAME
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
Compensation set forth in the Engagement Agreement with Fairfield & Woods, P.C., a
copy of which is attached hereto, is hereby approved.
SFCTION 2_
The Conflict of Interest Waiver attached hereto, having been approved as to form by the
City Attorney, is hereby approved. The Mayor is hereby authorized to execute the Waiver for,
and on behalf of the City and the City Clerk is authorized to affix the seal of the City thereto and
attest the same.
SECTION 3.
The officers and staff of the City are authorized to perform any and all acts consistent
with this Ordinance and the attached Waiver to implement the policies and procedures
described herein.
SECTION 4.
This Ordinance shall become effective immediately upon final passage.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on July 13, 2026.
Final adoption of Ordinance by City Council on July 27, 2026. Signedby: Docu
au
President of City Council
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Action by the Mayor:
P Approved on 07/29/2026
❑ Disapproved on
based on the following objections:
Mayor
Action by City Council After Disapproval by the Mayor:
❑ Council did not act to override the Mayor's veto.
❑ Ordinance re -adopted on a vote of , on
❑ Council action on failed to override the Mayor's veto.
President of City Council
ATTEST Docusignedby:
City Clerk
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City Clerk's Office Item # R6
COUNCIL MEETING DATE: July 27, 2026
TO: President Mark Aliff and Members of City Council
CC: Mayor Heather Graham
VIA: Clyde Bishop, City Clerk
FROM: Carla Sikes, City Attorney
SUBJECT: AN ORDINANCE APPROVING THE COMPENSATION OF FAIRFIELD &
WOODS, P.C. RELATED TO REPRESENTATION OF THE CITY IN
PUBLIC UTILITIES COMMISSION PROCEEDING NO. 24A-0442E
PURSUANT TO THE ENGAGEMENT AGREEMENT, APPROVING THE
CORRESPONDING CONFLICT OF INTEREST WAIVER, AND
AUTHORIZING THE MAYOR TO EXECUTE THE SAME
SUMMARY:
This Ordinance approves the compensation set forth in the Engagement Agreement
with Fairfield & Woods PC to represent the City of Pueblo before the Public Utilities
Commission in Proceeding No. 24A-0442E, Public Service Company of Colorado's Just
Transition Solicitation. It also approves the corresponding Conflict of Interest Waiver
and authorizes the City to execute the Waiver.
PREVIOUS COUNCIL ACTION:
Not applicable.
BACKGROUND:
Pursuant to Section 6-7 of the City Charter, special council is retained solely by the City
Attorney but compensation is approved by City Council. The law firm of Fairfield &
Woods PC is being retained to represent the City of Pueblo before the Public Utilities
Commission in Proceeding No. 24A-0442E, Public Service Company of Colorado's Just
Transition Solicitation. Utility regulation is a specialized area of law for which Fairfield &
Woods, PC has expertise. It is in the best interest of the City to retain Fairfield and
Woods, PC for this matter.
Fairfield & Woods, P.C. previously represented another client in this case. That
representation is unrelated to the City's claims in this case and has concluded. The
Conflict of Interest Waiver sets forth the interests of the parties, notifies the City of
potential conflicts and allows the City to waive the potential conflicts.
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FINANCIAL IMPLICATIONS:
This firm's standard hourly billing rates for the attorneys expected to work on the
engagement is $585.00/hour.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
Not approve Ordinance in which case a different attorney will be retained.
RECOMMENDATION:
Approve the Ordinance.
ATTACHMENTS:
1. Engagement Letter
2. Rev Conflict Waiver Letter - City of Pueblo and Westside Property Investment
Company - Proceeding No. 24A-0442E 6
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Mark A. Davidson
(303) 894-4425
mdavidson@fwlaw.com
June 10, 2026
Via DocuSign: csikes(rc�7,pueblo.us
Carla Sikes, City Attorney
City of Pueblo
1 City Hall Place, Third Floor
Pueblo, CO 81003
Re: Public Service Company of Colorado - Proceeding No. 24A-0442E
Engagement of Fairfield and Woods, P.C.
Dear Ms. Sikes:
Thank you for selecting Fairfield and Woods, P.C., as attorneys for City of Pueblo (the "City").
This letter and the attached Policies and Procedures Addendum are intended to set forth our
agreement for providing legal services to the City.
The City is retaining Fairfield and Woods, P.C. ("We", "Us", "Our"), as its attorneys to represent
the City for the purpose of advocating for the City and the ratepayers within the City of Pueblo in
Public Service Company of Colorado's Just Transition Solicitation Proceeding No. 24A-
04442E. The City has not retained us at this time to take any other action on its behalf.
It is anticipated that I will be primarily responsible for the City's account. My current billing rate
is $585.00 per hour.
From time to time, other attorneys or paralegals may assist. Their billing rates will vary. We
reserve the right to adjust our hourly rates from time to time and will inform the City of any
changes in the rates set forth herein.
Due to our longstanding relationship, we are not requesting a retainer at this time, but we reserve
the right to require an advance in the future. The City will be invoiced
monthly for our fees and out-of-pocket costs. We reserve the right to require a retainer as a
condition of continued representation. If there is any balance of the retainer remaining after all
of our invoices have been paid, it will be refunded to the City at the conclusion of this engagement.
1801 California Street ■ Suite 2600 ■ Denver, Colorado 80202
t (303) 830-2400 ■ f (303) 830-1033 ■ www.fwlaw.co
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In performing this work, we will be representing the City as an entity, rather than you or any other
individual at the City. This means our duty is to the City and we must place its welfare and interests
ahead of the interests of any individual within the City. In many cases, what is best for the City
will also be best for each individual at the City. If a conflict of interest arises, it may be necessary
for the City to obtain separate legal counsel. We are accepting this representation with the
understanding that no such conflict issues exist. If you become aware of any actual or potential
conflict of interest, you must promptly advise us.
We want the City to be confident and enthusiastic about our services and our
representation. Please do not hesitate to contact us to let us know how we can better serve the
City, or if you have any questions about the progress of the matter, our representation, our bills,
other services we might provide, or any other matter.
If the terms set forth herein and in the attached Policies and Procedures Addendum are acceptable,
please sign below and return to me via DocuSign.
We look forward to working with you
Sincerely,
s/ Mark A. Davidson
Mark A. Davidson
Fairfield and Woods, P.C.
MAD:sym
Attachment
cc: Mayor Heather Graham, City of Pueblo, Colorado
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I have read and hereby agree to the terms of the foregoing engagement letter and attached
Policies and Procedures Addendum.
City of Pueblo
Company Name
Date: 07/30/2026
By:
Heather Graham
Title: Mayor
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Policies and Procedures Addendum
REQUIRED FEE DISCLOSURE: AS REQUIRED TO BE SET FORTH BY
C.R.S. § 6-1-737, WE ADVISE THE COMPANY THAT THE TOTAL PRICE
FOR LEGAL SERVICES TO BE PROVIDED UNDER THIS
ENGAGEMENT LETTER CANNOT BE PRECISELY DETERMINED AT
THIS TIME DUE TO THE VARIABLE NATURE OF LEGAL WORK. TIME
SPENT BY OUR ATTORNEYS, PARALEGALS, AND OTHER STAFF AND
REIMBURSEMENT OF EXPENSES INCURRED DURING THE COURSE
OF REPRESENTATION WILL BE THE BASIS FOR THE TOTAL PRICE.
THE HOURLY RATES FOR OUR ATTORNEYS, PARALEGALS, AND
(WHERE APPLICABLE) OTHER STAFF ARE SET FORTH ELSEWHERE
IN THIS ENGAGEMENT LETTER AND/OR OUTLINED IN OUR
INVOICES. THE TIME SPENT AND EXPENSES INCURRED WILL BE
SET FORTH ON INVOICES THAT WILL BE SENT TO THE COMPANY
ON A MONTHLY BASIS. THE TOTAL PRICE OF OUR LEGAL SERVICES
AND THE AMOUNT OF OUR EXPENSES INCURRED ON THE
COMPANY'S BEHALF WILL VARY AND MAY INCREASE OR
DECREASE ON A MONTH -TO -MONTH BASIS DEPENDING ON THE
NEEDS AND PROGRESS OF THE MATTER.
Expenses and Disbursements: We invoice for out-of-pocket expenses separate from fees for
legal services. The Company is responsible for out-of-pocket disbursements, such as filing fees,
hand deliveries outside downtown Denver, overnight courier service, and travel expenses. We do
not generally charge for routine copying; however, we may charge for large copy projects
performed in-house at a rate of $0.20 per page. If time allows, and especially if the copying project
is large, we may outsource the copying project to reduce the cost. We do not normally advance
out-of-pocket costs of more than $1,500.00, and if we receive a bill for such services, we may ask
that the Company pay it directly to the vendor.
Billing and Payment: We will invoice monthly for our legal fees, expenses, and disbursements.
Our invoices will itemize time and expenses. Our invoices are due upon receipt.
Unless specifically provided in our Engagement Letter, the Company's obligation to pay our
invoices when due is not contingent on the result achieved. We cannot and do not guarantee any
particular result. For outstanding invoices, a late payment charge of one percent (1%) per
month will be assessed on the last day of each month against all unpaid fees and costs that were
billed before the beginning of that month. In the event we must commence legal action to collect
any sums owed, the Company agrees to pay the fees and expenses, including reasonable
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attorneys' fees, that we incur, regardless of whether the matter proceeds in court. Should the
Company ever have questions about our invoices, please do not hesitate to contact us.
File Retention and Destruction: The Company agrees that any materials in our file on this
matter may be destroyed, at our sole discretion, 24 months after the matter is concluded
or our representation of the Company ends ("Retention Period"), provided that there are no
pending or threatened legal proceedings known to us that relate to the matter. At any time prior to
the expiration of the Retention Period, the Company may request in writing the return of any or all
materials in our file. (see also Client Documents and Data, below). We are not required
to provide notice to the Company prior to destruction of our file.
Client Documents and Data:
(a) Cloud Storage. We will use third -parry cloud services for the Company's data and the data
of other parties during and after our representation. Cloud services do not guarantee immunity
from invasion or misuse, but the cloud services we use have state-of-the-art data protections and
provide appropriate security protections for the confidentiality of data without significant risk of
inappropriate access.
We require that those cloud services employ the latest standards of data encryption,
password protection, access verification, firewalls, antivirus software, intrusion detection, and
system monitoring, as well as assurance of adherence to applicable data privacy and security
laws. The Company's acceptance of this Agreement confirms its consent to our using such cloud
services for its data.
(b) Artificial Intelligence. We may use third -parry artificial intelligence ("Al") services. That
will include information in our files and databases that may include the Company's data and may
involve transmission to third parry providers of Al services so that appropriate searches,
research, or output can be generated. Such data may also be used to improve the service, but it will
not be used to train an Al model, appear in an output result that will be available to third parties, or
be retained by a third -parry Al provider.
We review the Al providers that we engage to ensure that they have technical and
administrative controls in place to maintain the confidentiality and security of information. We
require that they stay abreast of security and other developments to continue such protection. That
said, Al is evolving rapidly, so it is not possible to anticipate how potential intruders and
hackers will use technological or other advancements to infiltrate or compromise data systems,
including those containing or using Al. Therefore, we cannot assure that our use of Al will be
immune from unauthorized access or misuse. The Company's acceptance of this Agreement will
confirm its consent to our using such Al for and in connection with our representation. If the
Company does not consent, please strike this subparagraph and initial that change in the margin.
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(c) Data Privacy. The applicable Rules of Professional Conduct (and any other applicable
attorney ethics rules, collectively as applicable, "Ethics Rules") mandate various practices
applicable to client confidentiality. Ethics Rules also inform many of our broader data
privacy practices. In addition, we undertake reasonable measures to handle client information in
compliance with data privacy laws. Such measures include technical, organizational, and other
controls. Our practices are constantly evolving in response to the data privacy and
cybersecurity landscape at large, including proactive steps to handle the Company's data in a
lawful and prudent manner.
Our legal basis for processing client data includes performance of a contract (such as the
one created by this Engagement Letter), satisfaction of legal obligations (such as those provided
by Ethics Rules or in response to court orders), and in furtherance of our legitimate business
interests (such as protecting client interests, ensuring professional standards, and other initiatives
— all of which remain subject to the terms of this Engagement Letter). Moreover,
the Company's execution of this Engagement Letter demonstrates its consent for data processing
of many of our activities. Please reach out if you have additional questions about our legal
basis for processing.
Like most modern businesses, we make use of third -parry data processors and vendors to
achieve specific business functions. These relationships may be governed by various data privacy
laws. We will make reasonable efforts to ensure compliance with applicable law. Please note
that many of these third parties have their own policies applicable to data privacy.
(d) Data Breaches. If there is a data breach involving your client information, we will make
reasonable efforts, in accordance with applicable law and Ethics Rules, to investigate the breach
and endeavor to react appropriately. Such efforts may include attempting to avoid or mitigate any
harm to our clients and following the procedures that we is bound to under data privacy laws.
(e) Requests for Copies. If the Company requests a copy of a portion or all of our files for this
engagement, whether before or after our representation ends, and if a substantial amount of
material is being provided, we may invoice for the reasonable costs of copying, assembly, and
delivery of such materials (see also Billing and Payment, above).
Termination: We have the right to terminate our representation when termination is required or
allowed under the Ethics Rules, including if the Company fails to pay our fees or expenses. Upon
termination of our representation, the Company shall be immediately responsible for all fees and
expenses through the effective date of termination.
Corporate Transparency Act: The federal Corporate Transparency Act, which is a part of the
Anti -Money Laundering Act of 2020, requires that certain entities (both existing and newly
formed): (1) report to the Financial Crimes Enforcement Network ("FinCEN") of the
U.S. Department of the Treasury the identity and other information about their beneficial owners
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and the persons who create them; and (2) update and correct their reports to assure they are current,
complete, and accurate ((1) and (2), collectively, "FinCEN Reporting"). The Company is solely
responsible for FinCEN Reporting. Regardless of whether we advise or prepare documents as
to the Company's structure or ownership, we will not be responsible for FinCEN Reporting or for
storing or collecting information for the purposes of FinCEN Reporting.
If one or more of our attorneys, paralegals, or staff members is listed as a Company applicant
in the Company's beneficial ownership report to FinCEN, their status as such will not alter the
Company's responsibility for FinCEN Reporting. The responsibility of our attorneys, paralegals,
and staff who may act as a Company applicant is strictly limited to reporting and updating their
own personal information with FinCEN.
Governing Law and Venue: Our representation of the Company shall be governed by and
construed and enforced in accordance with the laws of the United States and the State of Colorado.
Exclusive venue for any dispute in connection with our representation of the Company shall be in
the state or federal courts in Denver, Colorado, and the Company and we both consent to
the jurisdiction of those courts.
Attorney -Client Privilege: All written and verbal communications between the Company
representatives and us in connection with this engagement are confidential and protected by the
attorney -client privilege. To maintain this privilege, it is important that Company
representatives do not discuss or disclose the communications or advice given by us with any third
parties. The disclosure of communications or advice we give in connection with this engagement
to parties outside the attorney -client relationship may waive the privilege. If the
Company has questions about what information may be shared in connection with this
engagement, please contact us prior to sharing any information.
More Information About the Firm: Our website www.fwlaw.com, provides additional
information about our services, including numerous articles we have written on various legal
subjects, as well as contact information. We would be happy to discuss any other legal needs the
Company may have.
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Mark A. Davidson
(303) 894-4425
mdavidson@fwlaw.com
July 30, 2026
Via DocuSign: csikes&pueblo.us
Carla Sikes, City Attorney
City of Pueblo
1 City Hall Place, Third Floor
Pueblo, CO 81003
Re: Conflict of Interest Waiver — PSCo PUC Application Proceeding No. 24A-0442E
Dear Ms. Sikes :
We are pleased to represent the City in the above matter. We are, however, compelled to advise you
that Fairfield and Woods, P.C., in addition to representing the City of Pueblo, Colorado (the "City") in
this matter, has also represented the Westside Property Investment Company ("Westside"). In order
for us to represent the City in addition to Westside, we needed to determine that there are no actual
conflicts of interest.
Because at this time the interests of Westside are similar and there appears to be no actual conflicts of
interest with the City, my firm and I are able and willing to represent the City in the above -referenced
matter provided that a clear understanding is reached as to the nature of the representation and your
responsibilities in regard thereto.
Should circumstances arise during the course of our representation of Westside along with the City as
a result of, among other things, an actual conflict of interest that would require or make it desirable
that Westside or the City obtain other counsel to represent them, Westside would like us to continue to
represent it in the above -referenced matter and other matters, including any future matters whether or
not they arise out of the same or similar circumstances. At this time, Westside is not actively engaged
in pursuing relief in this proceeding.
We are, therefore, willing to undertake your representation with the understanding that you will not
disqualify or attempt to disqualify our representation of Westside should any conflict of interest
develop or should it be necessary or desirable for you to obtain other counsel. We understand that
attorney's fees and costs incurred in representing the City in the above -referenced matter will be billed
to and paid by the City. We will invoice the City separately for work done in this proceeding going
forward.
Your representation by us is contingent upon your consent, understanding, and agreement to the
following terms:
1. A similarity of interests exists between the interests in the above -referenced proceeding
of Westside and the City. In the event of a conflict between the interests of Westside or the interests
of the City, as we may determine, my firm and I may withdraw our representation of the City with the
conflict upon reasonable notice. In such case, you will be required to retain a new attorney in order to
continue your participation in the above -referenced matter. If my firm and I withdraw our
1801 California Street ■ Suite 2600 ■ Denver, Colorado 80202
t (303) 830-2400 ■ f (303) 830-1033 ■ www.fwlaw.co
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representation of the City, the City agrees that my firm and I can continue our representation of
Westside in this and other matters including any related matters;
2. The City specifically agrees not to seek to disqualify Westside's attorneys from their
continued representation of it in this matter or in any related matters;
3. The City is required to fully and completely cooperate with any and all requests made
upon them by us in connection with this matter. This includes a complete and truthful disclosure of
any and all information that may be possessed and the City agrees to provide any and all documents
pertinent to this case.
This letter confirms that your consent, understanding, and agreement to these terms is given freely and
voluntarily, that you have had an opportunity to discuss this with counsel, and that you have given due
and full consideration to the potential conflicts of interest that could arise from the joint representation
by counsel of the City and Westside in this matter. If you have any questions concerning the matters
addressed herein, please contact me.
Please acknowledge your consent, understanding, and agreement of these terms and the attached
Policies and Procedures Addendum by executing a copy of this letter and returning it to me. Your
acknowledgment of this letter will be an acceptance by you of the terms contained herein.
Kindly indicate your consent by signing below and returning a signed copy to us via DocuSign.
As always, feel free to call or email me with any questions.
Very truly yours,
s/MarkA. Davidson
Mark A. Davidson
Fairfield and Woods, P.C.
MAD:sym
cc: Mayor Heather Graham, City of Pueblo, Colorado
AGRE QQAND ACCEPTED
Heather Graham, Mayor
City of Pueblo
Date: 07/30/2026