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RESOLUTION NO. 2006-343
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO APPROVING THE ffiRING OF RICHARDS, WATSON & GERSHON
3 TO REPRESENT THE CITY REGARDING CABLE/TELECOMMUNICATION
FRANCffiSES AND ADOPTION OF A NEW CABLE/TELECOMMUNICATION
4 ORDINANCE.
5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
6 OF SAN BERNARDINO AS FOLLOWS:
7 SECTION I. 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 though fully 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 ofthe City
13 Clerk within sixty (60) days following the effective date of the resolution.
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MR:ar [Franchise Transfers.Resolution2) I
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
2 BERNARDINO APPROVING THE mRING OF RICHARDS, WATSON & GERSHON TO
REPRESENT THE CITY REGARDING CABLEITELECOMMUNlCATION FRANCmSES
3 AND ADOPTION OF A NEW CABLE/TELECOMMUNICATION ORDINANCE.
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
Common Council of the City of San Bernardino at a joint regular
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meeting
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thereof, held on the 18th day of
September
COUNCIL MEMBERS:
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ESTRADA
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BAXTER
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(VACANT)
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DERRY
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KELLEY
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JOHNSON
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MCCAMMACK
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AYES
NAYS
, 2006, by the following vote, to wit:
ABSTAIN ABSENT
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~o.th.~
Rac I G. Clark, City Clerk
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The foregoing Resolution is hereby approved this ;)..0 day of September , 2006.
23 Approved as to form:
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MR:ar [Franchise Transfers.Resolution2] 2
2006-343
1 PROFESSIONAL SERVICES AGREEMENT
2 1. The CITY OF SAN BERNARDlNO (hereinafter "CITY") and the law firm of
3 Richards, Watson & Gershon (hereinafter "RWG") are the parties to this Agreement.
4 2. R WG will be representing the CITY related to cable/telecommunication franchises
5 and adoption of a new cable/telecommunication ordinance. The CITY consents to R WG undertaking
6 matters for any party whose interests in that matter may be adverse to the CITY, provided that such
7 matters are unrelated to cable/telecommunication franchises and adoption of a
8 cable/telecommunication ordinance.
9 3. RWG shall be paid at the hourly rates set forth below:
10 Attorneys - $225 per hour.
11 The amounts expended under this agreement for attorneys fees shall not exceed
12 $25,000 without further approval of the Mayor and Common Council.
13 4. Bills shall be submitted at least on a monthly basis and no later than the 5th day of
14 each succeeding month.
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 RWG may include a single charge in an amount not to exceed four percent (4%) offees in lieu of
18 reimbursement for photocopying, telephone charges, and postage.
19 6. Ifattorney's fees are charged "portal to portal" (e.g., from office to court and return),
20 then RWG shall not be entitled to reimbursement for mileage and parking fees.
21 7. RWG shall obtain approval from the CITY to retain expert consultants and other
22 professionals (not including court reporters) for purposes of representing the City pursuant to this
23 agreement. RWG may, if it chooses, pay the fees and charges of such consultants and seek
24 reimbursement from CITY on its periodic statement, or it may forward the consultant's bill to CITY
25 with a request that the CITY pay it directly. Consultants shall not bill the CITY directly without
26 prior approval of the CITY'S Finance Department.
27 8. Status reports will be submitted to CITY through the City Attorney's Office whenever
28 any significant event occurs, and in any event at least quarterly.
F:\LUCZAK\FORMS\CITY COUNCIL\RWG PSA\Professional Services Agreement.RWG (Cable Franchise).wpd
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2006-343
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9.
10.
Copies of all opinions shall be provided to the City Attorney's Office.
Only William B. Rudell of RICHARDS, WATSON & GERSHON or other senior
3 attorney approved by the CITY shall perform the legal work set forth in this agreement.
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II.
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No client development costs are to be included in billings.
No continuing education expenses are to be included in billings.
Either RWG or the CITY may terminate this contract at will. RWG will continue to
7 represent the CITY on the terms and conditions in this Agreement until the file is transferred to
8 another attorney.
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14.
IS.
RWG is an independent contractor as to the CITY.
RWG shall maintain the following types of insurance with limits as shown:
a)
Workers Compensation as required by the laws of the State of
12 California, including Employment Liability with $250,000 limits covering all persons
13 providing service on behalf of RWG and all risks to such persons under this
14 Agreement. R WG shall require its Workers Compensation carrier to waive all rights
IS of subrogation against the CITY and its officers and employees and any others for
16 whom services are being provided under this Agreement.
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b)
Comprehensive General and Automobile Liability Insurance coverage
18 to include contractual coverage and automobile coverage for owned, hired and non-
19 owned vehicles. The policy shall have at least a combined single limit of$1 ,000,000
20 for bodily injury and property damage.
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c)
Professional Liability Insurance with limits of at least $1 ,000,000 per
claim. In lieu of naming the CITY as an additional insured, the policy may be
endorsed as follows:
"Insurance coverage afforded by this policy shall also apply to the liability
assumed by the Insured under the Agreement with the CITY OF SAN
BERNARDINO for legal defense services, provided such liability results from an
error, omission or negligent act of the insured, its officers, employees, agents or
subcontractors. All other provisions of this policy are to remain unchanged."
RWG shall furnish certificates of insurance and certified copies of all policies and
endorsements to the City Attorney's Office evidencing the insurance coverage above required prior
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2006-343
I to the commencement of performance of services hereunder, which certificates shall provide that
2 such insurance shall not be terminated or expire without thirty (30) days written notice to the City
3 Attorney's Office, and shall maintain such insurance from the time RWG commences performance
4 of services hereunder until the completion of such services.
5 All policies, with respect to the insurance coverage above required, except for the
6 Workers Compensation insurance coverage and professional liability coverage, if applicable, shall
7 obtain additional endorsements naming the CITY and all parties represented under this Agreement,
8 their employees, agents, volunteers and officers as additional named insured with respect to
9 liabilities arising out of the performance of services hereunder.
10 All policies required above are to be primary and non-contributing with any insurance
II or self-insurance programs carried or administered by the CITY or other parties represented under
12 this Agreement.
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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 924 8
DATED: 10-' z.- ,2006
By:
DATErf[~ 2(Xl6
CITY OF SAN BERNARDINO
Approved as to form:
~
JAMES F. PENMAN,
City Attorney
By: (k. 7.~
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