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HomeMy WebLinkAbout16409Docusign Envelope ID: A678F306-1 95C -8B32 -82B E-1 6359A026079 RESOLUTION NO. 16409 A RESOLUTION APPROVING COMPENSATION WITH RESPECT TO A LEGAL SERVICES AGREEMENT WITH FAIRFIELD & WOODS, P.C. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that SECTION 1. Compensation set forth in the Legal Services Agreement with Fairfield & Woods, P.C, a copy of which is attached hereto, is hereby approved. SECTION 2 The officers and staff of the City are authorized to perform any and all acts consistent with the intent of this Resolution to effectuate the policies and procedures described herein. SECTION 3. This Resolution shall become effective immediately upon final passage. INTRODUCED: August 24, 2026 BY: Selena Ruiz -Gomez L;Dioc�uSigned by: ATTESTED BY: &, CITY CLERK MEMBER OF L c QIINCIL APPROVED: PRESIDENT OF CITY COUNCIL Docusign Envelope ID: A678F306-1 95C -8B32 -82B E-1 6359A026079 City Clerk's Office Item # M6 COUNCIL MEETING DATE: August 24, 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: A RESOLUTION APPROVING COMPENSATION WITH RESPECT TO A LEGAL SERVICES AGREEMENT WITH FAIRFIELD & WOODS, P.C. SUMMARY: This Resolution approves compensation set forth in the Legal Services Agreement with Fairfield & Woods P.C., a copy of which is attached hereto. PREVIOUS COUNCIL ACTION: Not applicable. BACKGROUND: Pursuant to Section 6-7 of the City Charter, special counsel 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 case Proceeding No. 26V -0232E, Black Hills Colorado Electric, LLC Rate Case. FINANCIAL IMPLICATIONS: This firm's standard hourly billing rates for the attorneys expected to work on the engagement is $585/hour. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Resolution. STAKEHOLDER PROCESS: Not applicable to this Resolution. Docusign Envelope ID: A678F306-1 95C -8B32 -82B E-1 6359A026079 ALTERNATIVES: Not approve Resolution. RECOMMENDATION: Approve the Resolution. ATTACHMENTS: Engagement_Letter Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 Mark A. Davidson (303) 894-4425 mdavidson@fwlaw.com August 5, 2026 Via DocuSign: csikes(pueblo.us Carla Sikes, City Attorney City of Pueblo 1 City Hall Place, Third Floor Pueblo, CO 81003 Re: Black Hills Colorado Electric, LLC - Proceeding No. 26AL-0232E 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 Black Hills Colorado Electric, LLC's rates increase Proceeding No. 26AL-0232E. 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 $635.00 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. 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. 1801 California Street ■ Suite 2600 ■ Denver, Colorado 80202 t (303) 830-2400 ■ f (303) 830-1033 ■ www.fwlaw.co Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 it ` City of Pueblo August 5, 2026 Page 2 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 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: 8/25/2026 signed by: By: Lit Sik1, C'f1 Q{fbwu Title: City Attorney Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 it ` City of Pueblo August 5, 2026 Page 3 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 Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 it ` City of Pueblo August 5, 2026 Page 4 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 -party 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 -party 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 party 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 -party 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. Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 it ` City of Pueblo August 5, 2026 Page 5 (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 -party 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 Docusign Envelope ID: 14553485-C9BE-87EF-8271-1095A2894D50 it ` City of Pueblo August 5, 2026 Page 6 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.