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RESOLUTION NO. 2005-254A
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL
3 SERVICES AGREEMENT BETWEEN RICHARDS, WATSON & GERSHON AND THE
CITY OF SAN BERNARDINO TO REPRESENT THE CITY REGARDING FRANCmSE
4 TRANSFERS TO TIME WARNER CABLE.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
6 OF SAN BERNARDINO AS FOLLOWS:
7 SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed
8 to execute on behalf of said City a Professional Services Agreement between Richards, Watson
9 & Gershon and the City of San Bernardino for legal services, a copy of which is attached hereto
10 marked Exhibit "A" and incorporated herein by reference as fully as though set forth at length.
11 SECTION 2. The authorization granted hereunder shall expire and be void and of no
12 further effect if the agreement is not executed by both parties and returned to the office of City
13 Clerk within sixty (60) days following effective date of the resolution.
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF A PROFESSIONAL
2 SERVICES AGREEMENT BETWEEN RICHARDS, WATSON & GERSHON AND THE
CITY OF SAN BERNARDINO TO REPRESENT THE CITY REGARDING FRANCmSE
3 TRANSFERS TO TIME WARNER CABLE.
4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
5 Common Council of the City of San Bernardino at a j oint regular meeting
6 thereof, held on the 18th day of July ,2005, by the following vote, to wit:
ABSTAIN ABSENT
7 COUNCIL MEMBERS: AYES NAYS
8 ESTRADA x
9 LONGVILLE x
10 MCGINNIS x
11 DERRY x
12 KELLEY x
13 JOHNSON x
14 MCCAMMACK x
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The foregoing Resolution is hereby approved this ;J.I
July
, 2005.
ALLES, Mayor
of San Bernardino
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Approved as to form and
23 legal content:
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MR:ar [Franchise Transfers.Resolution2] 2
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1 PROFESSIONAL SERVICES AGREEMENT
2 Franchise Transfers From Adelphia and Century- TCI
3 1. The CITY OF SAN BERNARDINO (hereinafter "CITY") and the law finn of
4 RICHARDS, WATSON & GERSHON (hereinafter "RW &G") are the parties to this Agreement.
5 2. RW&G will be representing the following entities and persons in this matter:
6 CITY OF SAN BERNARDINO related to transfer application to Time Warner Cable and its
7 affiliates by Adelphia Communications, Comcast Communications and their affiliates. R W &G
8 shall not represent any client in any type of claim against the CITY without prior written approval
9 to do so from the CITY OF SAN BERNARDINO through the City Attorney's Office.
10 3. R W &G shall be paid at the hourly rates set forth below:
11 Attorneys - $225.00 per hour
12 The amounts expended under this agreement for attorneys fees shall not exceed
13 $25,000 without further approval of the Mayor and Common Council.
14 4. Bills shall be submitted at least quarterly.
15 5. The actual cost for filing fees, telephone charges, photocopying, postage, lodging,
16 mileage and related travel costs shall be itemized when submitted to the CITY for reimbursement.
17 RW&G may include a single charge in an amount not to exceed four percent (4%) offees in lieu
18 of reimbursement for photocopying, telephone charges, and postage.
19 6. If attorney's fees are charged "portal to portal" (e.g., from office to court and
20 return), then R W &G shall not be entitled to reimbursement for mileage and parking fees.
21 7. R W &G shall obtain approval from the CITY to retain expert consultants and other
22 professionals (not including court reporters) for purposes of this representation. RW&G may, if
23 it chooses, pay the fees and charges of such consultants and seek reimbursement from CITY on its
24 periodic statement, or it may forward the consultant's bill to CITY with a request that the CITY pay
25 it directly. Consultants shall not bill the CITY directly without prior approval of the CITY'S
26 Finance Department.
27 8. Status reports will be submitted to CITY through the City Attorney's Office
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MR.ar [Professional Services Agreement]
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1 whenever any significant event occurs, and in any event at least quarterly. Information sufficient
2 to set reserves, including, without limitation, potential liability exposure and percentage of fault
3 shall be included.
4 9. In the event litigation is initiated, the following duties apply:
5 a) copies of all opinions, pleadings, discovery and motions shall be provided
6 to the City Attorney's Office which may reproduce same and provide
7 copies to other parties or attorneys in this, or other litigation.
8 b) Copies of any correspondence and other documents sent in this matter
9 shall also be provided to the CITY through the City Attorney's Office.
10 c) Any and all settlements or agreements shall require CITY approval.
11 Request for settlement authority shall be made through the City Attorney's
12 Office which shall obtain the necessary CITY approvals.
13 d) Final billing shall be accompanied by copies of the a Final Agreement,
14 Release and any other final documents.
15 10. Only William B. Rudell of RICHARDS, WATSON & GERSHON or other senior
16 attorney approved by the CITY shall represent the City in front of any agency, tribunal or Court.
17 11. No client development costs are to be included in billings.
18 12. No continuing education expenses are to be included in billings.
19 13. Either party may terminate this contract at will. R W &G will continue to represent
20 the CITY on the terms and conditions in this Agreement until the case and file are transferred to
21 another attorney.
22 14. RW&G is an independent contractor-as to the CITY.
23 15. R W &G shall maintain the following types of insurance with limits as shown:
24 a) Workers Compensation as required by the laws of the State of
25 California, including Employment Liability with $250,000 limits
26 covering all persons providing service on behalf ofR W &G and
27 all risks to such persons under this Agreement. RW&G shall
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MR.ar [Professional Services AgteemeIll]
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b)
require its Workers Compensation carrier to waive all rights of
subrogation against the CITY and its officers and employees and
any others for whom services are being provided under this
Agreement.
Comprehensive General and Automobile Liability Insurance
coverage to include contractual coverage and automobile
coverage for owned, hired and non-owned vehicles. The policy
shall have at least a combined single limit of $1,000,000 for
bodily injury and property damage.
Professional Liability Insurance with limits of at least $1 ,000,000
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c)
11 per claim. In lieu of naming the CITY as an additional insured,
12 the policy may be endorsed as follows:
13 "Insurance coverage afforded by this policy shall also apply to
the liability assumed by the Insured under the Agreement with
14 the CITY OF SAN BERNARDINO for legal defense services,
provided such liability results from an error, omission or
15 negligent act of the insured, its officers, employees, agents or
subcontractors. All other provisions of this policy are to remain
16 unchanged."
1 7 R W &G shall furnish certificates of insurance and certified copies of all policies
18 and endorsements to the City Attorney's Office evidencing the insurance coverage above required
19 prior to the commencement of performance of services hereunder, which certificates shall provide
20 that such insurance shall not be terminated or expire without thirty (30) days written notice to the
21 City Attorney's Office, and shall maintain such insurance from the time R W &G commences
22 performance of services hereunder until the completion of such services.
23 All policies, with respect to the insurance coverage above required, except for the
24 Workers Compensation insurance coverage and professional liability coverage, if applicable, shall
25 obtain additional endorsements naming the CITY and all parties represented under this Agreement,
26 their employees, agents, volunteers and officers as additional named insured with respect to
27 liabilities arising out of the performance of services hereunder.
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MR.ar [Professional Services Agreement]
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1 All policies required above are to be primary and non-contributing with any
2 insurance or self-insurance programs carried or administered by the CITY or other parties
3 represented under this Agreement.
16. All communications and billings to the CITY are to be directed as follows:
City Attorney's Office
CITY OF SAN BERNARDINO
300 North "0" Street
San Bernardino, CA 92418
RICHARDS, WATSON & GERSHON
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DATED:
,2005
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DATED: 1/L1--. 2005
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23 Approved as to form and
legal content:
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JAMES F. PENMAN,
25 City Attorney
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MR.ar [Professional Services Agreement]
By: William B. Rudell, Esq.
BERNARDINO
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alles, Mayor
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