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HomeMy WebLinkAbout1992 Resolution No. 054• • • RESOL TION NO . Sf SERIES OF 1992 A RES O LUTION APPROVING AN AGREEMENT BETWEE N SP IEG EL & MCMIARMID, SPECIAL COUNSEL FOR ACCE AND THE C ITY OF ENGLEWOOD, COLORADO . WHEREAS,the City of Englewood hns • :tive ly been involved in seeki ng n chn nge in CE RC LA legi ,lntion : nnd WHEREAS , the City of Englewood hns utilized ond bene!it.ed by its previous involv ement in ACCE: ond WHEREAS, Acee Policy nnd decisions ore now to be mnde by the "ACCE Stee ring Committee" con s isting of "Core Members" of ACCE , ond nn "ACCE Subcommittee" chosen in accordance with th e revised Intemn1 Operating Procedures; ond 14 b WHEREAS, The City of hos determined thol it desires lo become n Core ~!ember of ACCE ond the ACCE Steering Commilt.ee hos voled lo accept the City or Englewood ns o Core Member : NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT : ~. The City Counoil or the City or Englewood, Colorado hereby oppro,•es or the AgTeemenl with Spie1;el & )lcM;ormid, Special Counsel for ACCE , with the AgTeemenl th e City of Englewood will become o "Core Member." Soid AgTeement generolly provides os follows : I. $rope of Services : t • • group ACCE hos em~loyed Spiegel & McMiormid os Speciol Counsel shol, , epresenl, ossist, ond odvise the Core Members or ACCE wit.h re spect to the amendment and/or renuthorizntion of the Comprehensive Environmental Response, Compensation and Li obility Act ("C ERCL.\"), the Resource Conservotion and Re covery Act ("RC RA"), •nd other pertinent envi ronmental lows or regu lati ons . 2 . Conrdinotion and Direction : Speciol Coun sel is subject ,, th e di rect supe rvision and er r1•rol of the ACCE Steering Committ ee. the AfCE t:.. bcommittee, or their designated representative. 3. ConOdeotinlitv : lt is und erstood that co mmunicat io ns gc ne,-ted by the Cily uf Englewoo d, its agents, or consultants in connec ti on with th e se rvices LO be provided uwler the Agre ement sha ll be tr eated by Sp cciol Co un sel as privil ege d and confi<!cntinl. Lifil: A In li eu of receiving and puymg monthly imoiccs , th e Ci ty of Englewood ho s agreed to pay o lump sum of Twel\'C Th ousa nd Nine Hund red Thr ee Dollar s ($12 ,90 3) on or befo re Jun e l. 1992 , to cov e r its estim :ited obligati on as a Co re ~l cmbc r fur one year nl the "mnintc nnnc c leve l" budg et of a pp rox imate ly Th ree Hu ndre d Sixty.Two Th ousand Doll ars \$362,000). The City of Eng lC\\OO d unde rstand s and agrees that th e :\CCE Stee ring Com mill ee may find it necessa ry to mc rense the onnunl budg et Lo th e "s lo,\ grow th " leve l of npp rox1m nt cly Four '.lundretl Scve nty-T\\O Thous and Dollars ($472,000), in which cn se the City of En glewoo d's ob ligation fo r one yea r wou ld eq unl npproximnte 1J Eighte en Thousnnd Thr ee Hund red Twenty Dollars (S 18,320). If s uch an increa se, or po rti on th ,reof, is adopted by the ACCE Steering Committee in acco rd ance with the lntemnl O peratin g Proced ures, and th e City of En g,ilwood remain s n Core Member of ACC E, the Ci ty of Engl ewood agrees to pay on nd diti onnl sum with in o reos onnbl e time to cover its shore of the obligation to Special ';ou nsel in ncco rdn ncc with the cost-shoring formu la desc ribed in the In terna l Operating Pr oced ures. B . Subject to written approva l by the AC CE Steering Committee, S prciel Co un se l may render such ad ditiona l serv ices hereunder ns may be reques ted fr om tim e-to-time by the ACCE Steerin g Committee. C . Special Coun se l shall promptly notify the ACC E Steering Com mittee in writing of any proposed majo r cha nge s or additions to the services to be provid ed und e, the Agreement, and s uch changes or additio ns a,e s ubject to the approval of the ACCE Steeri ng Committee. 5 . fi.tm : The Agr ee ment shall be dee med effective April I, 1992, and shall continue in force until cancellation at ony time by the City of Englewood or Special Counsel upon written notice to the othe, pnrty and the ChoiTpeTSOn of the ACCE Steering Committee. Special Counsel shall be entitled to co mpensation for se rvices and expe nses provided and incurred her eunde r prior to receipt of such te rmination . ADOPTED AN D APPROVED thi s 20th doy of April, 1992. ATTEST : J~ JV,'~ Pa tricia H . Crow, City Clerk I, P atricio H. Crow , C ity Clerk for the City of Ei,glewood, Co lorad o, hereby cartify th e abov e is n t ru e co py of Resoluti on No.~ Series of 19 92. • • • • • • A G R E E M E N T This Agreement, dated Aprill , 1992, is entered into by the City of Englewood, a unit of local government , 3400 South Elati Street, Englewood, Colorado, 80110 (hereinafter •the Municipality•) and Spiegel & McDiarmid, 1350 New York Avenue , N.W ., Washington, o.c. 20005-4798 (hereinafter •special Counsel•) • W I T N E S S E T H WHEREAS, Sp cial Counsel has previously been retained by the "Founding Memb nr s• of American Communit ies for Cleanup Equity ("ACC E") as define . in the revised •rnternal operating Procedures" of ACCE ; and WHEREAS, ACCE policy and decisions are now to be made by the "ACCE Steering Committee" consisting of "Core Members" of ACCE, and an "ACCE Subcommittee" chosen i n accordance with the revised Internal Operating Procedures; and WHEREAS, the Municipality has determined that it desires t o become a Core Member of ACCE and the ACCE Steering Committee has voted to accept the Municipality as a Core Member; -2 - NOW, THEREFORE, in consideration o f the mutu a l covenants and agreements set forth her ein, the Municipality and Spe cial Co unsel agree as follows: 1. scope of services Special Counsel shall represent , assist, and advise the Core Members of ACCE with respect to the am endment and/or reauthor ization o f the Comprehens ive Env ironmenta l Response , comp,nsation and Liab ility Act (wCERCLAw), the Resource Conse,-vation and Recovery Act (•RcRA•), ana other perti nent environmental laws or regulations . A description of the services to be provided by Special Counsel is set forth in more detai l in Exh i bit A which is attached hereto and incorporated herein. 2. co ordin ation and Direct i on Special Counsel agrees to undertake its services in a diligent, economic, and ,fficient ma nner in accordance with this Agreement. Special Counsel is subject to t he direct supervision and control of the ACCE Steering Committee, the ACC E S u bcommittee, or their designated representative. J. con fide nt iality It is understood that communications generated by the Mu nicipaiity, its agents, or consultants in connection with the services to be provided under this Agreement shall be treated b y Special Counsel as privileged and confidential. ... J'l.ill.i.n.g a. The fees, costs , and expenses for whi c h the Municipa li t y is obligated t o Special Co un sel s hall b e de t ermined • • • I • • • -J - according to the formula described in the ACCE Internal Operating Procedures. b . The Munic i p a lity agrees that the Chairperson of the ACCE Steering Committee shall be a utaorized by the ACCE Steering Committee to review Special Counsel's detailed monthly invoices on behalf of all Core Members of ACCE. The Chairperson shall promptly rev iew such invoices and verify that each Core Member's obligation has been properly determined in acc ordance with the formula in the Internal Operating Procedures. Upon request, the Municipality shall be provided copies of the detailed invoices and a breakdown showing each core Member's obligation for that month . c. In lieu of receiving and paying monthly invoices, the Municipality has agreed to pay a lump sum of twelve thousand nine hundred three dollars ($12,90J.OO) on or before June 1, 1992, to cover its estimated obligation as a Core Member for one year at the *maintenanc~ level* budget of approximately thr ee hundred sixty-two thousand dollars ($362,000). The Municipality und erstands and agrees that the ACCE Steering Committee may find i t necessary to increase the annual budget to the "slow growth" l e vel of approximately four hundred seventy-two tho usand dollars ($4 7 2,000), i n wh ich case the Municipality's obligation for one y ear would equal ~~proximately eighteen thousand three h undred t ·.,e nty dollars ($18,J20.0 0). If,_ such an increase, or portio n t h e r e of, is adopted by the ACCE Steering Committee in accordance wi c h the I nternal Op e r ating Pr ocedures , a nd the Mu n ic i pal i t y -4 - rema i ns a Core Member of ACCE, the Municipality agrees to pa y a n additio nal sum within a reasonable t i me to cover its share o f t he obligation to Special Counsel in accordance with the cost-sha r i ng to rm ula described in the Internal Operating Procedures. d. Any d i screpancy between the Municipality's total annual lump sum payments and the total annual obligation i ncur red by the Municipality shall be reconciled shortly after Apri l l (the start or the new fiscal year for purposes of this paragraph), and the Municipality will receive from Special Counsel a refund or single invoice, whichever is appropriate , a nd in the latter case, shall pay such invoice wi thin thirty-five (35) days or receipt from Special Counsel, If this contract r em ins in effect after April 1, 199J, the procedures ~ascribed in this paragraph will continue t o be followed, wi th appropriate adjustments made in dollar amounts in accordance with the budget levels established by the ACCE Steering Committee. 5 . Fees. Costs. and Expenses a. Special Counsel shall be paid f or services at hourl y billing rates for municipal clients as set f o rth in Exh i b i t B, att ached hereto and inco rpora ted here i n. Th e r ates may be ad justed afte r September 1 , 199 2, by Sp ecia l Coun sel in a ccord ance wi th any gene rally appl icable adjustment of i t s r ates a nd charges which s ha ll then o r thereafter b e ma de e ffec t ive. b . Sp e cial Counsel s ha l l a lso be paid all o ut -of-pocket costs a nd expenses necessarily incu r red in connection with • • • • • • -5 - performance o f services hereunder, including but not limited t o , telephone, computer, dupli cation, telecopy, postage, messenger servi ce, transportation, ordinary and necessary travel expenses, and other expenses reasonably incurred by Special Counsel in performing services hereunder. c. At the request of the ACCE Steering Comm i ttee or Subcommittee, Special Counsel shall prepare plans for future work. Such plans s hall project fees, costs , and expen s es for prior review and approval by the ACCE Steering Committee. 6. Addit i onal services a. Subject to written approval by the ACCE Steering Committee, Special Counsel may render such additional services hereunder as may be requested from time-to-time by the ACCE Steering Committee. b. Special Counsel shall promptly noti fy the ACCE Steering Committee in writing of a ny proposed major changes er additions to the servic es to be provided under this Agreement, and such changes or add itions are subject to the approva l of the ACCE Steering Committee . 7. '.rgjJn This Agreement s hall be deemed effective April 1, 1992, and shall continue in force until cancellation at any time by the Municipality or Special Counsel upon written noti ce to the other party and the Chairperson of the ACCE Ste~ring committee. Special Counsel shall be entit led to compensation for services -6 - and expenses provided and incurred hereunder prior to receipt o f such termination . a. t!2.ti= Any written notice provided for in this Agree~ent shall be g iven by first class mail to the other party and the Chairperson of the ACCE Steering Committee, or by facsimile transmission followed by ,,ritten notice as provided herein. 9. severabil itv Each of the provisions of this Agreement shall be enforceable independent of any other provision of this Agreement and independent of any other claim or cause of action . 10. waiver of Breach The failure of any party at any time to require the per formanc e of the other of any of the provisions herein shall in no way affect the respective rights of either party to en force the same, nor shall the waiv er by either party of any breach of any provision hereunder be construed as a waiver of any succeeding breach or as a waiver or modification of the provis ions of the contract itself . 11. Entire Agreement The entire Agree~ent of the parties is contained herein, and this Agreement super,iedes any and all oral agreements, bid speciftcations, and negotiations between the parties re lating to the subject matter thereof. • • • • • • -7 - IN WI"'>IESS WHEREOF, the parties have executed this Agreement on the dates hereinafter set forth. CITY OF ENGLEWOOD By: Rick DeWitt Title: City Attorney Date: SPIEGEL, McDIARMID By : N.~ 2i-:c ,v, q.,.., Rena Steinzor (j Title: Partner Date: -8 - EXHIBIT A special counsel Tasks o Provide legislativ e representation before the Con~ress, Environmental Protection Agency, and Administration. Per'C-:>rm direct lobbying services and provide lobbying advice to ACCE coalition members and allies. o A .• s.ist in the development of the ACCE coalition based or, a network of concerned local governments which sh~re similar legislative i11terests with the ACCE st~ering Committee and support the goals and objectives of the coalition. o Provide leg islative work incidental to coalition development ef fo rts, including publication and circulation of a regular newsletter, and related administrative support services. 0 Arrange for and prepare testimony for Congressional hearings . o Seek support and adoption of coalition objectives by local government groups, including but not limited to, the National League of Cities, U.S . Conference of Mayors, International City/County Management Association, National Association of Counties, National Association of Town a nd Townsh i ps, National Association of Regional councils, a nd Government Refus e Collection and Disposal Association. o Identify and support grassroots effcrts consistent with ACCE Steering Committee interests . • • • • • -9 - EXHIBIT B statement ot Hourly Fees and Charges tor Spi egel, McDiarmid current hourly r ~tes for the four key professionals are Rena Steinzor at $165, David Kolker at$ JS, Sandra Garbrecht a t $75, and Jocelyn Guyer at $60. Services are charged on the basis of hour ly fees plus costs for such items as travel, taxis, duplication, long distance telephone calls, postage, equi.pment charges for word processing, telefax, data proces~ing and the like. For pub l ic sector clients, the fees for lawyers' time are normally $180-$250 per hour for partners' s e rvices, $180-$230 per hour for serv i c es of lawyers of counsel to the firm, and $100-$165 per hour for services of associates. The time of law cl erks is bil l ed at $70 per hour and ot paralegals at $60-$90 per hour . Within any fee range, the higher fees apply to those with more experi ence i n t he relevant m tter .