1995-144-Enter Into A Contract With Duncan, Wuenberg, Miller, And Pembroke For Legal Advice And Counsel Relating To A Proposed Transfer Of A Cable Television Franchise From Brenmor Cable PartnersRESOLUTION 1995 - 144
RESOLUTION OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO ENTER INTO A
CONTRACT WITH DUNCAN, WEINBERG, MILLER, AND PEMBROKE
FOR LEGAL ADVICE AND COUNSEL RELATING TO A PROPOSED TRANSFER OF A
CABLE TELEVISION FRANCHISE FROM BRENMOR CABLE PARTNERS, L.P. DBA
SOUTH BAY CABLEVISION TO TCI OF CLEVELAND, INCORPORATED
RESOLVED, by the Town Council of the Town of Los Gatos, County of Santa
Clara, State of California, that the Town of Los Gatos enter into a contract with Duncan,
Weinberg, Miller, and Pembroke for legal advice and counsel relating to a proposed transfer of
a cable television franchise from Brenmor Cable Partners, L.P. dba South Bay Cablevision to TCI
of Cleveland, Incorporated and that the Town Manager is authorized, and is hereby directed, to
execute said contract in the name and on behalf of the Town of Los Gatos.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 6th day of November, 1995 by the following vote:
COUNCIL MEMBERS:
AYES: Randy Attaway, Joanne Benjamin, Steven Blanton, Linda Lubeck,
Mayor Patrick O'Laughlin.
NAYS: None
ABSENT: None
ABSTAIN: None
SIGNED:
MA OR F THE TOW OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
CLERK OF THE TOWN OF LO GATOS
LOS GATOS, CALIFORNIA
LEGAL SERVICES AGREEMENT
TOWN CLERK
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BID:
The Town of Los Gatos, California, a municipal corporation
(hereinafter "Client ") and the law firm of Duncan, Weinberg, Miller
& Pembroke, a California partnership (hereinafter "Firm "), hereby
agree as follows:
1. SERVICES Client hereby confirms prior oral authorization
and further authorizes Firm to represent Client and provide legal
advice and counsel relating to a proposed transfer of a cable
television franchise. The Firm hereby agrees to perform such legal
services for and on behalf of Client. The Firm further agrees to
complete such services within the time and budget limits mutually
determined to be acceptable to Firm and Client.
2. FEES For services performed pursuant to this Agreement,
the Firm will be compensated in an amount not to exceed $7,500.00,
inclusive of all fees and expenses. Fees will be billed at the
rate of $190 per hour, and at the rate of $80 per hour for
paralegals.
3. EXPENSES The Firm will be reimbursed for all out -of-
pocket costs and expenses actually incurred by the Firm in the
above described representation of Client. Out -of- pocket expenses
include, but are not limited to, all travel expenses, lodging, long
distance telephone and facsimile charges, photo- copying and
printing costs, taxis and auto rental, postage, filing fees, word
processing costs, transcript costs, secretarial overtime, notary
fees and retained consultants' fees (should Client authorize the
Firm to retain consultants on behalf of Client).
4. INVOICES The Firm will provide monthly invoices to
Client at the address set forth in paragraph 6 for all fees and
expenses, which invoice shall clearly state the basis thereof. The
fee portion of the invoice shall include the amount, rate, basis
for calculation, or other method of determination of the Firm's
fees and costs. The cost and expense portion of the invoice shall
clearly identify the nature and amount of the costs and expenses
incurred. Invoices shall be payable within thirty (30) days of
receipt at the following address:
Duncan, Weinberg, Miller & Pembroke, P.C.
1615 M Street, N.W.
Suite 800
Washington, D. C. 20036
5. TERMINATION Any termination hereunder shall become
effective upon receipt of written notice of termination; provided,
however, that the Firm may exercise its right of termination only
to the extent and under terms and conditions consistent with the
obligations of the Firm under the Rules of Professional Conduct of
the State Bar of California; and provided, further, that in the
event of termination, the amount due the Firm for services rendered
and costs and expenses incurred prior to termination shall remain
due and payable.
6. NOTICES All notices, invoices, reports or other
communication to the parties shall be properly given if delivered
in person or sent by First Class mail, facsimile or overnight
delivery and addressed as follows:
If to Client: Town of Los Gatos
Office of the Town Attorney
Town Hall
P. O. Box 949
Los Gatos, CA 95031
FAX: (408) 354 -8431
If to Firm: Duncan, Weinberg, Miller & Pembroke
3945 Freedom Circle
Suite 620
Santa Clara, California 95054 -1225
FAX: (408) 988 -3372
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7. INDEPENDENT CONTRACTOR The Firm shall at all times act
as an independent contractor with respect to the performance of
this Agreement, with full rights to manage its employees subject to
the requirements of the law. Neither Firm nor any employees or
agents of Firm shall be considered an employee of Client for any
purpose.
Dated:
Duncan, Weinberg, Miller
& Pembroke
By:
Town of Los Gatos
Approved as to form: By:
LARRY ANDERSON, TOWN ATTORNEY
ATTEST:
MARIAN V. COSGROVE, TOWN CLERK
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