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HomeMy WebLinkAbout6777RESOLUTION NO. 6777 A RESOLUTION APPROVING PROFESSIONAL SERVICE CONTRACTS BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND R.W. BECK AND ASSOCIATES AND GORSUCH, KIRGIS, CAMPBELL, WALKER AND GROVER RELATING TO THE TRANSFER OF CENTEL CORPORATION - COLORADO'S FRANCHISE TO UTILICORP UNITED, INC. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. The professional service contracts between Pueblo and R.W. Beck -and Associates and Gorsuch, Kirgis, Campbell, Walker and Grover relating to the transfer of Centel Corporation - Colorado's franchise to Utilicorp United, Inc., copies of which were distributed at this meeting and are on file in the City Clerk's office, having been approved as to form by the City Attorney, are hereby approved. The President of the City Council is authorized and directed to execute said consulting contracts in the name of and on behalf of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 2. This Resolution shall become effective upon final passage. INTRODUCED June 24 1991 ATTEST: City Clerk By HOWARD WHITLOCK Councilperson APPR D: X� _ /7 Pret- i-dent of the City Council '' # RWBECK AND ASSOCIATES Denver National Bank Building, Suite 1900 ■ 1125 Seventeenth Street ■ Denver, Colorado 80202 -2615 ■ USA Telephone (303) 299 -5200 s Fax (303) 297 -2811 FEDERAL EXPRESS CD- 2535- AA1 -AA Mr. Tom Jagger, Esq. City Attorney City of Pueblo 127 Thatcher Building Pueblo, Colorado 81003 Dear Tom: June 21, 1991 Per our conversations, R. W. Beck's scope of work under the existing contract was completed with the presentation to the Cities on June 4. Therefore, I suggest that we perform additional services under our existing professional services agreement in accordance with the following: Payment for Additional Services For services furnished, the Client shall pay R: W. Beck and Associates, Consulting Engineer, upon submission of monthly invoices, an amount equal to the actual hours of services furnished multiplied by the product of the Consulting Engineer's established hourly salary costs, which include allowance for personnel benefits, and a factor of 2.60. In addition, the Client shall reimburse the Consulting Engineer each month: at cost for all out -of- pocket expenses directly chargeable to the work and at the Consulting Engineer's then current rates for computer and reproduction services. I have developed estimated costs of the services we discussed on Wednesday (shown on Attachment A). As such, I would request that the Cities approve a maximum of $24,500 for consulting services. If the costs associated with such services exceed those estimates or if additional services are required we will notify the Cities to obtain any further funding before proceeding. Boston, MA ■ Columbus, NE ■ Denver, CO ■ Indianapolis, IN ■ Minneapolis, MN Nashville, TN ■ Orlando, FL ■ Phoenix, AZ ■ Sacramento, CA ■ Seattle, WA Kr. Tom Jagger, Esq. -2- June 21, 1991 If you are in agreement with the above, please have one copy of this letter signed and returned to me as soon as possible. If you have questions please call me at (303) 299 -5248. Sincerely, R. W. BECK AND ASSOCIATES A v Todd W. Fi 1 s4' -nger Senior Consultant Management Consulting APPROVED: City ueblo Authorized Representative TWFIdk (dk -1204) °Y 1 ° AMENDED CONTRACT FOR CONSULTING AND LEGAL SERVICES THIS AM NDED CONTRACT FOR CONSULTING AND LEGAL SERVICES is made this day of :�JU AIE , 1991, by and between GORSUCH, KIRGIS, CAMPBELL, WALKER AND GROVER, whose address is 1401 Seventeenth Street, Suite 1100, Post Office Box 17180, Denver, Colorado 80217, subsequently referred to as the "Firm ", and THE CITY OF PUEBLO, whose address is One City Hall Place, Pueblo, Colorado 81003, subsequently referred to as "Client" or "City" RECITALS A. On or about March 1, 1991, Client and Firm entered into a Contract for Consulting and Legal Services (the "initial contract ") associated with certain issues of importance to the City resulting from the proposed acquisition of Centel's electric operating properties by UtiliCorp. B. Client has requested that the Firm provide continued consulting and legal services in connection with the Client's investigation and response to Centel's proposed sale of its electric public utility properties within the City and Centel's request for consent to the transfer to UtiliCorp of the electric utility franchise granted by the City. C. To avoid misunderstanding, Client and Firm wish to formalize their additional agreement regarding representation by this written Amended Contract. THEREFORE, Client and Firm agree as follows: 1. SCOPE OF EMPLOYMENT The Firm shall provide such consulting and legal services as set forth in the Scope of Work attached hereto and incorporated herein as Exhibit A. All work performed by the Firm shall be under the direction of the City Attorney. Client acknowledges that Firm has regarding the successful determination of these expressions relative thereto are matters of the preliminary opinions based on the Firm's current subject matters. made no guarantee matters and all Firm's knowledge of the 2. RECORDING TIME Tasks for which time shall be recorded include, but are not limited to, the following: Conferences with Client and others, legal research, factual investigation, preparation of correspondence and legal documents, reading and analyzing correspondence and legal documents, preparation for and appearances at meetings, travel to and from meetings, telephone conversations with Client and others, and performance of those functions set forth in the attached Exhibit A. 3. ATTORNEY'S FEES Client agrees to pay the Firm for its services. Client acknowledges that the factors considered by the Firm in determining its fee are: The time and effort required, complexity of the matters involved, difficulties encountered, skill required to perform the legal service properly, responsibility of the Firm, familiarity with the area of law involved, time limitations imposed by Client or the circumstances, amount involved, and results obtained. Client has requested that Firm project estimated fees for completion of the services described in Exhibit A. Firm has project the estimated fees as set forth in Exhibit A. The estimated fees provided in Exhibit A are the maximum amount Firm will charge Client for the described services unless the paties agree to modify the budgeted amounts. Client agrees to pay the Firm for the services provided at the hourly rates for the individual attorneys set forth in Exhibit A. 4. PROFESSIONAL STAFF Firm lawyers who are likely to be involved in providing the services described in Exhibit A are the following: William Hamilton McEwan Paula M. Connelly Dudley P. Spiller Joseph Wilson The firm reserves the right to use other of its lawyers, not named above, when in the judgment of Mr. McEwan, it would serve the best interest of the Client to do so and to bill their time at the rate approved by the Firm. -2- RV Mr. McEwan will be the attorney in charge of Client's account with respect to the services provided hereunder, and, therefore, he will be the appropriate contact person for services to be rendered on Client's behalf by the Firm. Notwithstanding that, Client may call any attorney who is performing services hereunder for Client. 5. EXPENSES Client acknowledges the Firm may incur various expenses in providing services to Client. Some examples of these expenses are charges for filings, mileage, postage, investigations, telephone calls, reports, photocopying, travel and lodging, etc. Client shall reimburse the Firm for all expenses paid by the Firm. Client shall be notified of these expenses by monthly billing. 6. BILLING The Firm will submit to the Client monthly bills for services rendered and expenses incurred during previous periods. All bills are due and payable upon receipt unless otherwise indicated. 7. TERMINATION OF EMPLOYMENT; WITHDRAWAL Client may terminate this Amended Contract by notifying the Firm in writing. Client shall pay the Firm its fee for services rendered and expenses incurred to the date of such Firm's receipt of Client's letter of termination. Such fee shall be due and payable within thirty (30) days after receipt of final statement after termination. The Firm may withdraw as counsel for Client and terminate this Amended Contract by notifying Client in writing. If the Firm withdraws as Client's counsel and terminates this Contract, it will use reasonable precaution to avoid prejudice to the rights of Client by allowing a reasonable time for engagement of other counsel, delivering to Client all papers and property to which Client is entitled and complying with all applicable laws and rules. 8. ENTIRE AGREEMENT; MODIFICATION; APPLICABLE LAW; ACKNOWLEDGMENT This Amended Contract, together with the initial contract, contain the entire agreement of Client and Firm regarding the Firm's engagement. This Amended Contract shall not be modified or revoked except by written agreement signed by Client and the Firm. This Amended Contract shall be binding upon the Client and Firm and their successors and assigns. -3- This Amended Contract shall be construed and governed by the laws of the State of Colorado. CLIENT ACKNOWLEDGES HAVING READ THIS AMENDED CONTRACT IN ITS ENTIRETY AND DECLARES IT TO BE FAIR AND REASONABLE. FIRM: CLIENT: C �. _ /.rl d f gGLS GORSUCH, KIRGIS, CAMPBELL, WALKER AND GROVER CITY OF PUEBLO, STATE OF COLORADO By:� APPROVED AS TO FORM: -4- EXHIBIT A AMENDED SCOPE OF WORK TASK A REPRESENTATION BEFORE THE PUBLIC UTILITIES COMMISSION Centel and UtiliCorp have filed a joint application seeking Commission approval of the transfer of assets from Centel to UtiliCorp and the issuance of certificates to exercise franchise rights within Pueblo, Canon City and Florence. The application raises certain legal as well as financial, rate, and other technical issues. The Firm will represent tie City (together with the Cities of Canon City and Florence) in the asset /certificate transfer proceedings before the Commission. The specific activities contemplated include attendance at prehearing conferences; attendance at hearings; conducting and responding to discovery; legal research; preparation of appropriate pleadings, briefs and written position statements; presenting and responding to settlement proposals; status reports to the City Attorney; and other tasks, not specifically enumerated above, necessary to effectively and adequately represent the Cities in the Commission proceedings. 1 While this Amended Contract (together with the initial contract) runs directly between Firm and the City of Pueblo, the services described herein and the services performed under the initial contract will be, or have been, provided jointly to the Cities of Pueblo, Canon City and Florence (sometimes hereafter collectively referred to as "Cities "). Pueblo has separate agreements with Canon City and florence provideing for the reimbursement to Pueblo of Canon City's and Florence's proportionate share of the fees and costs billed to Pueblo under the initial contract. Similar reimbursement agreements are contemplated for the services described in this Exhibit A. Firm acknowledges that Conon City and Florence are intended third -party beneficiaries of this Amended Contract and the initial contract between Firm and Pueblo. � r An estimate for the functions to be performed under Task A is approximately $19,840 apportioned as follows: William H. McEwan 4 hours @ $160 /hr = $ 640 Dudley P. Spiller 4 hours @ $175/hr = $ 700 Paula M. Connelly 4 hours @ $150 /hr = $ 600 Joseph B. Wilson 120 hours @ $110 /hr = $13,200 Law Clerk /Paralegal 40 hours @ $55- $65 /hr = $ 2 Total: 172 hours Legal Fees $17,340 Out -of- pocket costs including photocopies, telephone, travel and related expenses are estimated at $2,500. TASK B MUNICIPAL CONSENT Under Colorado law, a public utility requires municipal consent prior to its operation within municipal limits. Centel /UtiliCorp is seeking consent to franchise assignment and is actively discussing this matter with municipal officials. Because consent to the occupation of municipal streets by a public utility is a legislative act, we will assist the Cities in establishing dockets for city council consideration consent issue. Assistance within the dockets include activities such as requests for and analysis of additional information from Centel /UtiliCorp concerning the effects of the proposed transfer; public hearings at which the utilities and consultants can explain their positions concerning the transfer and at which the public can make its views concerning the transaction known to the council; advisement of council; and the drafting of Consent /non- consent ordinances. An estimate for the functions to be performed under Task B is approximately $9,270 apportioned as follows: Dudley P. Spiller 6 hours @ $175/hr = $ 1 Joseph B. Wilson 40 hours @ $110 /hr = $ 4,400 Law Clerk /Paralegal 24 hours @ $55- $65 /hr = $ 1 Total: 70 hours Legal Fees $ 6 -2- Out -of- pocket costs including photocopies, telephone, travel and related expenses are estimated at $2,500. Negotiations concerning consent and /or franchise renewal are not contained in any of the tasks described above. These issues may arise within the context of Tasks A and B. However, since these issues may affect the Cities differently, arrangements should be made between Firm and the individual city before any significant negotiation activity takes place. dfgGLS -3- ATTACHMENT A Budget Estimate Task Description A Pueblo Council Presentation B Testimony before Commission C Analysis of UtiliCorp Data Responses D Deposition at CPUC Hearings E Consent Hearings Total Estimate $ 2 , 000 5,000 10 2,500 5.000 $24,500