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Lassen Municipal Utility District Legal Counsel Contract

GENERAL  COUNSEL SERVICES AGREEMENT

BETWEEN FRANK D. CADY

AND

LASSEN MUNICIPAL UTILITY DISTRICT

                    This Agreement is entered into on the 19th day of November, 1997 between the Lassen Municipal Utility District, a municipal utility district organized under California's Municipal Utility District Act (hereinafter referred to as "District"), and Frank D. Cady, a California licensed attorney (hereinafter sometimes referred to as "General Counsel").

        WHEREAS, the District is a duly organized municipal utility district engaged in the business of providing electrical service in and about Lassen County, California, with its principal office located in Susanville, Lassen County, California;

        WHEREAS, the District retains a general counsel to provide the legal services described in the "JOB DESCRIPTION- DISTRICT LEGAL COUNSEL" attached hereto as Exhibit A;

        WHEREAS, Frank D. Cady is an attorney licensed to practice before the State courts of California, and sundry Federal courts and has provided such general counsel services to the DISTRICT over the last 8 years;

        WHEREAS, the DISTRICT desires to continue to retain Frank D. Cady and Frank D. Cady desires to continue to render such legal services to the District;

        NOW, THEREFORE,  the DISTRICT and the General Counsel agree as follows:

        1. TERM. This Agreement shall commence on December 1, 1997 and has no specific termination date. This Agreement shall be reviewed annually on or before December 1 of each year and amended, modified and/or reaffirmed as determined by the DISTRICT and General Counsel. However, in the absence of such review and/or Board direction to the contrary, at each anniversary date, the terms of this Agreement shall extend for an additional year.

        2. SERVICES AND COMPENSATION. General Counsel will provide the following services to the DISTRICT, and the DISTRICT shall pay for such services, and the expenses associated therewith, according to the following schedule:

            a. Retainer Services.  A retainer of $6,000 per month, plus health insurance benefits as  per the DISTRICT'S plan, to cover the services set forth in Exhibit A.

            b. Other Services. All other services for time spent on DISTRICT matters, including, but not limited to, the below identified items shall be billed at $40.00 below General Counsel's normal hourly rate (presently $150.00) per hour). General Counsel may use qualified associate attorneys or paralegals to perform a portion of the services covered under this Subparagraph b for which LMUD shall be billed at a reduced rate determined by the skill level of such employee, but in no event more than General Counsel's hourly rate. A statement will be presented monthly detailing any such time and charges:

                (1) Major litigation; and

                (2) Any other matters not covered under Exhibit "A".

            c. Expenses Reimbursement for all out-of-pocket expenses including, but not limited to, the following listed items. A montly statement will detail all such charges.

                (1) Travel by car at the District rate;

        (2) Travel by air: Actual cost;

                (3) Lodging: Actual cost;

                (4) Meals: Actual cost;

                (5) Long distance charges: Actual cost;

        (6) Filing fees, etc.:  Actual cost;

                (7) Photocopies: Actual costs incurred when charged by entity producing copies, $.20 per copy for inhouse generated copies; and 

                (8) Any other expenses: Actual cost.

            d. Review and Adjustment  As follows:

                (1) Closed session ("personnel") review of relationship, work product, charges and adjustments and corrections thereof to be held annually as set forth in 1 above; and 

                (2) Compensation to be reviewed and equitably adjusted at that time.

        3. PRIMARY ATTORNEY.  Frank D. Cady is designated as the primary attorney responsible for providing and/or delegating the services set forth in Paragraph 2 above.

        4. ATTORNEY SUPPORT SERVICES.  To the extent reasonably necessary to enable General Counsel to perform its duties hereunder, General Counsel may engage the services of any persons or firms which it may deem proper to aid or assist General Counsel in his proper performance of his duties. The actual costs of any such services shall be reimbursed by the DISTRICT upon presentation of an itemized statement therefore, provided, however, that General Counsel shall first secure authorization from the DISTRICT General Manager prior to engaging any such services that may result in significant expense. 

        5. DEVOTION OF TIME General Counsel shall devote such attorney and staff time to the performance of General Counsel's duties under this Agreement as is reasonably necesary to competently perform the duties set forth herein. 

        6. INDEPENDENT CONTRACTOR.  General Counsel is an independent contractor and not an employee of the DISTRICT under this Agreement.

        7. INSURANCE  During the term of this Agreement, General Counsel shall maintain in full force and effect:

                   a. Errors and Omission coverage;

                    b. Worker's Compensation Insurance for General Counsel's employees; and,

                    c. Other appropriate coverage for bodily injury and property damage inclu8ding, but not limited to, automobile insurance.

        8. ENTIRE AGREEMENT This Agreement supercedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter herein stated, and no other agreements, statements or promises relating to the subject matter of this Agreement, which is not contained herein, shall be valid or binding. 

        9. ASSIGNMENT  Except as otherwise provided herein, neither this Agreement nor the duties or obligations hereunder shall be assignable by General Counsel without the prior written consent of LMUD. In the event of such an assignment, the assignee shall agaree in writing to assume, perform and be bound by the covenants, obligations and agreements contained in this Agreement.

        10. GOVERNING LAW The validity of this Agreement and of any of the terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California.

Executed at Susanville, California, on the day and year first above written.

Signed, GENERAL COUNSEL , Frank Cady

Signed, LMUD GENERAL MANAGER, Don Battles

LMUD   WILL   NOT   RELEASE   "EXHIBIT A"   OF   THIS   AGREEMENT