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Resolution No. 75761 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 7576 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR LEGAL, FINANCIAL AND ADMINISTRATIVE CONSULTING SERVICES BY AND BETWEEN THE CITY OF VERNON AND ERIC T. FRESCH WHEREAS, by Resolution No. 5279 adopted on May 20, 1986, the City Council of the City of Vernon approved the execution of a Consulting Agreement with Eric T. Fresch ("Fresch"); and WHEREAS, the Finance Committee on July 10, 2000, recommended to the City Council that the City retain the services of Fresch; and WHEREAS, the City of Vernon and Fresch desire to enter into a new agreement to supersede and replace the original agreement wherein Fresch will provide legal, financial and administrative consulting services for the City, as directed by the City Administrator, or his authorized designee, for a fixed number of hours at a fixed monthly fee. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Agreement for Legal, Financial and Administrative Consulting Services, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Agreement for, and on behalf of, the City of Vernon. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 4: The City Council of the City of Vernon directs the City Clerk, or his designee, to send a fully executed Agreement to: Eric T. Fresch Citicorp Center One Sansome Street, 21st Floor San Francisco, CA 94104 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 26th day of July, 2000. ATTEST: BRUCE V. MALKENHORST, City Clerk LEONIS C. MALBiRG, Mayor - 2 - 1 STATE OF CALIFORNIA ) ss 2 COUNTY OF LOS,ANGELES ) 3 4 I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do 5 hereby certify that the foregoing Resolution, being Resolution No. 6 7576, was duly adopted by the City Council of the City of Vernon at an 7 adjourned regular meeting of the City Council duly held on Wednesday, 8 July 26, 2000, and thereafter was duly signed by the Mayor of the City 9 of Vernon. 10 11 BRUCE V. MALKENHORST, City Clerk 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 - EXHIBIT A AGREEMENT FOR LEGAL, FINANCIAL AND ADMINISTRATIVE CONSULTING SERVICES THIS AGREEMENT is entered into this 1st day of July, 2000, by and between the CITY OF VERNON, CALIFORNIA, a municipal corporation, hereinafter referred to as "City,' and ERIC T. FRESCH, an individual, hereinafter referred to as "Consultant." RECITALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties: A. The City and Consultant entered into an agreement for legal and financial consulting services in August, 1986 (the "Original Agreement"); and B. Pursuant to the terms of the Original Agreement, as amended, the Consultant received $150.00 per hour, for legal and financial services rendered to the City; and C. The City and Consultant desire to enter into a new agreement to supersede and replace the Original Agreement, where Consultant will work a fixed number of hours per year for the City in exchange for a fixed monthly fee; and D. Consultant has represented to the City that he remains an active member in good standing with the State Bar of California, No. 095407; and E. Consultant will perform legal, financial and administrative consultant services for the City, as directed by the City Administrator, or his authorized designee. -1- NOW THEREFORE, intending legally to be bound, the parties agree as follows: 1. Parties to the Agreement. The parties to this Agreement are: City: The City of Vernon, a municipal corporation, having its principal office at 4305 Santa Fe Avenue, Vernon, California, 90058. Consultant: The Law Offices of Eric T. Fresch, having the address for his business at Citicorp Center, One Sansome Street, Twenty -First Floor, San Francisco, California 94104. 2. Representatives of the Parties and. Service of Notices. The representatives of the parties who are primarily responsible for the administration of this Agreement, and to whom formal notices, demands and communications shall be given, are as follows: The principal representative of the City shall be: Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 (323) 583-8811 (323) 581-7924 Fax The sole representative of Consultant shall be: Eric T. Fresch Citicorp Center One Sansome Street Twenty -First Floor San Francisco, California 94104 (415) 235-9312 (415) 435-6385 Fax -2- 3. Contract Year. Contract Year shall mean the period commencing on July 1, 2000 and expiring at midnight on the immediately following June 30, and thereafter each subsequent twelve-month period beginning on July 1 and ending on June 30. 4. Term of the Agreement. The term of this Agreement shall be for the period of three (3) years commencing on the 1st day of July 2000. Every three (3) years, on the anniversary of the date this Agreement was entered into, this Agreement shall automatically renew for an additional term of three (3) years, unless either party to this Agreement notifies the other in writing to the contrary at least thirty (30) days prior to the anniversary date. 5. Amount and Scope of Services. Consultant hereby agrees to provide One Thousand Six Hundred Eighty (1,680) hours of time each Contract Year to the City for legal, financial and administrative consultant services as requested and directed by the City Administrator or his authorized designee. Consultant shall be available for additional hours of consulting services ("Additional Hours") to the City each Contract Year at the request of the City Administrator or his authorized designee. 6. Time and Amount of Payment for Consulting Services. The City shall pay the Consultant monthly for consulting services rendered to the City. The City shall pay Consultant Twenty Thousand Dollars ($20,000.00) per month; on the end of each month, during the term of this Agreement, beginning July 31, 2000. For Additional Hours which the Consultant may work each Contract Year, the City shall pay the Consultant One Hundred Dollars ($100.00) per hour. For example, the Consultant shall receive One Hundred Dollars ($100.00) per hour for each and every hour of services the Consultant may provide the City in addition to the One Thousand Six Hundred Eighty (1,680) hours the Consultant will provide the City for each Contract Year under this Agreement. -3- 7. Expense Reimbursement. The City shall only reimburse the Consultant for expenses pre -approved by the City Administrator or his authorized designee and incurred by Consultant for services undertaken for the City in the performance of this Agreement. Such expenses shall include, but shall not be limited to, lengthy document typing, obtaining documents from research libraries or official agencies or the cost of travel and other expenses incurred on business trips to meetings or official appearances on behalf of the City or other projects that the Consultant is requested to undertake as directed by the City Administrator or his authorized designee. 8. Use of City Employees by Consultant. The Consultant may use City Employees in conjunction with the discharge of Consultant's duties to the City, pursuant to this Agreement, as approved and directed by the City Administrator or his authorized designee, for whatever purpose the City Administrator deems appropriate. Such use shall include, but shall not be limited to, the performance of clerical or typing duties. 9. Reports. Consultant shall submit reports of Consultant's time allocation for services rendered to the City every ninety (90) days, commencing July 1, 2000, or more or less frequently, as directed and requested by the City Administrator. Consultant shall prepare such reports as part of his consultant services rendered to the City pursuant to this Agreement. 10. Cancellation. The City shall have the right to terminate and cancel this Agreement for cause. In the event that the City intends to cancel this Agreement for cause, it shall as a prerequisite thereto, give Consultant written notice of the material failure in performance and provide Consultant a thirty (30) day period to effect a cure reasonably satisfactory to the City. 11. Independent Contractor. Consultant and the agents and employees of Consultant in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of the City. -4- 12. Rules of Interpretation. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa and the masculine. gender includes the feminine and neuter and vice versa. The words "include," "includes" or "including" shall be by way of example only and shall not be considered in any way to be in limitation. 13. Calendar Days; Working Days. All references in this Agreement to a number of days in which either party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be "working" days. All references in this Agreement to "working" days shall mean days on which the City is open for business. 14. Severability. If any part of this Agreement is invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable or otherwise frustrate the purposes of this Agreement. 15. Captions and References. The captions of the sections and subsections of this Agreement are solely for convenience of reference, and shall be disregarded in this construction and the interpretation of this Agreement. References herein to a section or subsection are to the sections and subsections of this Agreement. 16. No Oral Modifications. This Agreement supersedes all prior proposals, agreements and understandings between the parties and may not be changed or terminated orally, and no change or termination of, or attempt to waive, any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced. 17. Force Majeure. Consultant shall not be in default under this Agreement in the event that the Consultant's services are temporarily interrupted for any of the following reasons: work stoppage; riots; war or national emergency declared by the President or Congress and affecting the City of Vernon; civil disturbance; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic -5- events which are beyond the reasonable control of Consultant; provided, however, that Consultant notify City in writing of the nature of the matter constituting the enforced delay within ten (10) days after the occurrence of the enforced delay. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the enforced delay and shall commence to run from the time of the commencement of the cause. 18. Law to Govern; Venue. The law of the State of California shall govern this Agreement. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California. 19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including actual attorney's fees and costs, including costs of expert witnesses and consultants, discovery costs and costs on appeal. 20. Amendments. No amendment of this Agreement shall be valid unless in writing duly executed by the parties. 21. Execution of Counterparts. This Agreement may be executed in counterparts and, when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original and all counterparts taken together shall constitute one and the same agreement. 22. Sole and Only Agreement. This instrument constitutes the sole and only agreement between the City and Consultant, and correctly sets forth the obligations of the City and Consultant to each other as of its date. Any agreements or representations or any other matter discussed in this Agreement not expressly set forth in this instrument are null and void. -6- IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, effective the day and year first above written. ATTEST: By: Bruce V. Malkenhorst City Clerk EF5:agmt.ef CITY OF VERNON a Municipal Corporation By: Leonis C. Malburg Mayor Law Offices of Eric T. Fresch By: Eric T. Fresch -7- SUPPORTING DOCUMENTS CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro-Tem WM. 'BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583-1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 CITY HALL BRUCE W. OLSON 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Police Chief TELEPHONE (323) 583-8811 FAX: (323) 583-5236 July 20, 2000 tl/ City Council City of Vernon Honorable Members: The Finance Committee previously recommended approval of an Agreement for Legal, Financial, and Administrative Consulting Services from the law office of Eric T. Fresch, at their meeting held July 10, 2000. This has been reviewed by the City Attorney, and it is hereby recommended that the Agreement for Consulting Services, by and between, Eric T. Fresch and the City of Vernon be approved, the Mayor and City Clerk be authorized to execute said Agreement, and that a Resolution be adopted. Very truly yours, Bruce V. Malkenhorst City Clerk BVM/gst OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: July 12, 2000 TO: Eduardo Olivo, City Attorney, FROM: Glor 9 Orosco, Chief Deputy City Clerk RE: Agreement for Legal, Financial, and Administrative Consulting Services by Attorney Eric T. Fresch The attached agreement was approved by the Finance Committee on July 10, 2000 and recommendation was made to City Council to approve and execute said agreement. Please prepare a resolution for the attached agreement for the next scheduled City Council meeting to be held July 25, 2000. B CITY COUNCIL LEONIS C. MALBURG Mayor THOMAS A. YBARRA Mayor Pro -Tern WM. "BILL" DAVIS Councilman H. "LARRY" GONZALES Councilman W. MICHAEL MCCORMICK Councilman BRUCE V. MALKENHORST City Administrator / City Clerk FAX (323) 581-7924 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 July 6, 2000 Finance Committee City of Vernon Honorable Members: EDUARDO OLIVO City Attorney FAX: (562) 927-8722 KEVIN WILSON Director of Community Services & Water FAX: (323) 588-2761 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 583-1983 DAVE TELFORD Fire Chief FAX: (323) 581-1385 BRUCE W. OLSON Police Chief FAX: (323) 583-5236 Transmitted herewith for your review is an agreement for Legal, Financial, and Administrative Consulting Services to the City by Attorney Eric T. Fresch, which is to supersede and replace the original agreement, dated August, 1986. This agreement provides for services at 1,680 hours per year with a fixed sum of $20,000 per month, for three years, and it is hereby recommended the agreement be approved and executed. Very truly yours, Bruce V. Malkenhorst Director of Finance BVM:rcm City Administrator / City Clerk's Office MEMORANDUM Date: July 7, 2000 To: Bruce V. Malkenhorst, City Administrator From: Greg S. Tsujiuchi, Administrative Aide RE: Comparative Chart —Eric T. Fresch LETTER OF SEPTEMBER LETTER OF MAY 2000 LETTER OF JULY 2000 1999 Current Billing $150 Hour Current Billing $150 Hour $100 Hour Over 1,680 Hours During A 12 Month Period Flat Retainer Of $18,000 Per Flat Retainer Of $22,000 Per Month, Flat Retainer Of $20,000, Plus All Month, Inclusive Of All Expenses Plus All Reasonable Costs Incurred Expenses That The City Administrator Or Designee Pre -Approves (ie, Lengthy Document Typing, Obtaining Documents From Libraries Or Official Agencies, Costs Of Travel & Business Expenses) Would Commit To 35 Hours Per Would Commit To 50 Hours Per Week Would Commit 1,680 Hours Per Year Week And Be At City Facilities 2- And Make Himself Available During (35 Hours Per Week) And Can Be Used 3 Days Per Week, Dependent Whatever Time Period Requested Any Number Of Hours Per Week, Upon Work Requirements Dependent Upon Needs. Facility Appearance & Availability Not Addressed. 1 Year Agreement 3 Year Agreement 3 Year Agreement, With Automatic Renewal, Unless 30 Day Written Notice Prior To The Anniversary Date. City May Cancel Agreement For Cause, But Must Provide Written Explanation Of Material Failure In Performance And Provide Consultant 30 bays To Effect A Cure Reasonably Satisfactory To The City. Average Billings From 7/98 — 8/99 Current Billing Average From Have Ranged Between $16,000 - Approximately 12/99 To Present Has $20,000 Per Month Been $30,000 Per Month _ Work Related Costs From 7/98 — 7/99 Have Averaged $1,200 Per Month Work Related Costs From Approximately 12/99 To Present Have Averaged $6,400 Of Which The City Has Been Reimbursing Approximately $2,400 Per Month Will Continue To Provide A Not Addressed Summary Of Legal Work To Be Summary Of Legal Work Submitted Every 90 Days, Or More Or Less Frequently As Directed By The City Administrator. "Consultant Shall Prepare Such Reports As Part Of His Consultant Services Rendered To The City Pursuant To This Agreement", I Believe This To Be Interpreted As Time Spent Preparing Said Reports Is Billable Time. Able To Utilize City Employees In Conjunction With Consultant Duties (ie, Clerical Or Typing Duties), As Approved And Directed By The City Administrator Or Designee Jul-04-00 06:50P P.01 July 4, 2000 Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Agreement for My Services to the City Dear Bruce: I have drafted the attached Agreement for my consulting services to the City. I have adjusted my hours down, as we discussed, to reflect the fact the City has chosen a version of my alternate proposal from last summer. This Agreement requires me to work 1,680 hours a year for the fixed sum of $20.000 per month, for three years. This works out to about 35 hours a week, The City can use me any number of hours a week, depending upon its needs. In addition, the City can use me for more time per year, at $100 per hour. The Agreement only provides for the reimbursement of expenses that you preapproove. Such would include travel costs to meetings or obtaining documents from official sources, like FERC. I will continue to provide you reports of my time allocation for matters that I work on for the City, so that your departments can budget for my time. Thank you for this opportunity and your support't %ese years. I look forward to going over this Agreement with you at your convenience to insure that it meets with your approval. Sincerely, Eric Fresch EF:wg Jul-04-00 06:39P P.01 . 1 Y AGREEMENT FOR LEGAL, FINANCIAL AND ADMINISTRATIVE CONSULTING SERVICES THIS AGREEMENT is entered into this 1st day of July, 2000, by and between the CITY OF VERNON, CALIFORNIA, a municipal corporation, hereinafter referred to as "City," and ERIC T. FRESCH, an individual, hereinafter referred to as "Consultant." RECITALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties: A. The City and Consultant entered into an agreement for legal and financial consulting services in August, 1986 (the "Original Agreement"); and B. Pursuant to the terms of the Original Agreement, as amended, the Consultant received $M.00 per hour, for legal and financial services rendered to the City; and C. The City and Consultant desire to enter into a new agreement to supersede and replace the Original Agreement, where Consultant will work a fixed number of hours per year for the City in exchange for a fixed monthly fee; and D. Consultant has represented to the City that he remains an active member in good standing with the State Bar of California, No. 095407; and E. Consultant will perform legal, financial and administrative consultant services for the City, as directed by the City Administrator, or his authorized designee. NOW THEREFORE, intending legally to be bound, the parties agree as follows: 1. Parties to the Agreement. The parties to this Agreement are: City: The City of Vernon, a municipal corporation, having its principal office at 4305 Santa Fe Avenue, Vernon, California, 90058. Jul-04-00 06:39P P.02 Consultant: The Law Offices of Eric T. Fresch, having the address for his business at Citicorp Center, One Sansome Street, Twenty -First Floor, San Francisco, California 94104. 2. Representatives of the Parties and Service of Notices. The representatives of the parties who are primarily responsible for the administration of this Agreement, and to whom formal notices, demands and communications shall be given, are as follows: The principal representative of the City shall be: Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 (323) 583-8811 (323) 581-7924 Fax The sole representative of Consultant shall be: Eric T. Fresch Citicorp Center One Sansome Street Twenty -First Floor San Francisco, California 94104 (415) 235-9312 3. Terns of the Agreement. The term of this Agreement shall be for the period of three (3) years commenting on the 1st day of July 2000. Every three (3) years, on the anniversary of the date this Agreement was entered into, this Agreement shall automatically renew for an additional term of three (3) years, unless either party to this Agreement notifies the other in writing to the contrary at least thirty (30) days prior to the anniversary date. 4. Amount and Scope of Services. Consultant hereby agrees to provide One Thousand Sic Hundred Eighty (1,680) hours of time per year to the City for legal, financial and administrative consultant services as requested and directed by the City Administrator or his authorized designee. -2- Jul-04-00 06:40P P. 03 Consultant shall be available for additional hours of consulting services ("Additional Hours") to the City for each twelve (12) month period of this Agreement, commencing July 1, 2000, at the request of the City Administrator or his authorized designee. 5. Time and Amount of Payment for Consulting Servvice& The City shall pay the Consultant monthly for consulting services rendered to the City. The City shall pay Consultant Twenty Thousand Dollars ($20,000.00) per month, on the end of each month, during the term of this Agreement, beginning July 31, 2000. For Additional Hours which the Consultant may work on a twelve (12) month period, commencing July 1, 2000, the City shall pay the Consultant One Hundred Dollars ($100.00) per how. For example, the Consultant shall receive One Hundred Dollars ($100.00) per hour far each and every hour of services the Consultant may provide the City in addition to the One Thousand Six Hundred Eighty (1,680) hours the Consultant will provide the City for each July 1 to June 30 twelve (12) month period under this Agreement. fi. Expense Reimbursement. The City shall only reimburse the Consultant for expenses pre -approved by the City Administrator or his authorized designee and incurred by Consultant for services undertaken for the City in the performance of this Agreement. Such expenses shall include, but shall not be limited to, lengthy document typing, obtaining documents from research libraries or official agencies or the cost of travel and other expenses incurred on business trips to meetings or official appearances on behalf of the City or other projects that the Consultant is requested to undertake as directed by the City Administrator or his authorized designee. 7. Use of City Employees by Consultant. The Consultant may use City Employees in conjunction with the discharge of Consultant's duties to the City, pursuant to this Agreement, as approved and directed by the City Administrator or his authorized designee, for whatever purpose the City Administrator deems appropriate. Such use shall include, but shall not be limited to, the performance of clerical or typing duties. -3- Jul-04-00 06:40P P.04 A. Reports. Consultant shall submit reports of Consultant's time allocation for services rendered to the City every ninety (90) days, commencing July 2, 2000, or more or less frequently, as directed and requested by the City Administrator. Consultant shall prepare such reports as part of his consultant services rendered to the City pursuant to this Agreement. 9. Cancellation. The City shall have the right to terminate and cancel this Agreement for caum in the event that the City intends to cancel this Agreement for cause, it shall as a prerequisite thereto, give Consultant written notice of the material failure in performance and provide Consultant a thirty (30) day period to effect a cure reasonably satisfactory to the City. 10. independent Contractor. Consultant and the agents and employees of Consultant in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of the City. 11. Construction. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and neuter and vice versa. 12. Calendar Days; Working Days. All references in this Agreement to a number of days in which either party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be 'working" days. All references in this Agreement to "working,. days shall mean clays on which the City is open for business. 13. Severabiiity. If any part of this Agreement is invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable or otherwise frustrate the purposes of this Agreement. 14. Captions and References. The captions of the sections and subsections of this Agreement are solely for convenience of reference, and .shall be disregarded in this construction and the interpretation of this Agreement. References herein to a section or subsection are to the sections and subsections of this Agreement. -4- Jul-04-00 06:40P 15. No Oral Modifications. This Agreement supersedes all prior proposals, agreements and understandings between the parties and may not be changed or terminated orally, and no change or termination of, or attempt to waive, any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced. 16. Fome M*urre Consultant shall not be in default under this Agreement in the event that the Consultant's services are temporarily interrupted for any of the following reasons: work stoppage; riots; war or national emergency declared by the President or Congress and affecting the City of Vernon; evil disturbance; explosion; natural disasters such as floods, earthquakes, landslides and foes; or other catastrophic events which are beyond the reasonable control of Consultant; provided, however, that Consultant notify City in writing of the nature of the matter constituting the enforced delay within ten (10) days after the occurrence of the enforced delay. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause ,%hall be for the period of time reasonable in light of the enforced delay and shall commence to run from the time of the commencement of the cause. 17. Law to Govern; Venue. The law of the State of California shall govern this Agreement. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California. 18, Attorneys Fees, In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including actual attorney's fees and costs, including casts of expert witnesses and consultants, discovery costs and costs on appeal. 19. Amendments. No amendment of this Agreement shall be valid unless in writing duly executed by the parties. -5 Jul-04-00 06:40P P.06 20. Execution of Counterparts. This Agreement may be executed in counterparts and, when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original and all counterparts taken together shall constitute one and the same agreement. 21. Sole and Only dement. This instrument constitutes the sole and only agreement between the City and Consultant, and correctly sets forth the obligations of the City and Consultant to each other as of its date. Any agreements or representations or any other matter discussed in this Agreement not expressly set forth in this instrument are null and void. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, effective the day and year first above written. ATTEST: By: Bruce V. Malkenhorst City Clerk CM OF VERNON a Municipal Corporation By: Leans C. Malburg Mayor Law Offices of Eric T. Fresch By: Eric T. Fresch -b- City Administrator / City Clerk's Office MEMORANDUM DATE: June 22, 2000 TO: Bruce V. Malkenhorst, City Administrator FROM: Greg S. Tsujiuchi, Administrative Aide RE: Computed Hourly Wage - Eric T. Fresch Currently Billing $150.00 Per Hour. LETTER DATED 35 Hours Per Week = 140 Hours Per Month Proposed Flat Monthly Retainer of $18,000.00 Computed Hourly Wage: $18,000 - 140 = $128.58 Per Hour (Inclusive of All Expenses) LETTER DATED 50 Hours Per Week = 200 Hours Per Month Proposed Flat Monthly Retainer of $22,000.00 Computed Hourly Wage: $22,000 - 200 = $110.00 Per Hour (Plus Reasonable Costs Incurred) City Administrator / City Clerk's Office MEMORANDUM DATE: June 8, 2000 TO: Bruce V. Malkenhorst, City Administrator FROM: Greg S. Tsujiuchi, Administrative Aide RE: Comparative Analysis - Eric T. Fresch LETTER DATED SEPTEMBER 1999 LETTER DATED MAY 2000 Currently Billing $150 Per Hour Currently Billing $150 Per Hour Proposes Flat Retainer Of $18,000 Proposes Flat Retainer Of $22,000 Per Month, Inclusive Of All Per Month, Plus All Reasonable Expenses. Costs Incurred. Would Commit To 35 Hours Per Week Would Commit To 50 Hours Per Week & Be At City Facilities 2-3 Days & Make Himself Available During Per Week, Dependent Upon Work Whatever Time Period Requested. Requirements. 1 Year Agreement 3 Year Agreement Average Billings From 7/98 - 8/99 Current Billing Average From Have Ranged Between $16,000 - Approximately 12/99 To Present $20,000 Per Month. Has Been $30,000 Per Month. Work Related Costs From 7/98 - Work Related Costs From 7/99 Have Averaged $1,200 Per Approximately 12/99 To Present Month. Have Averaged $6,400 Of Which The City Has Been Reimbursing-, Approximately $2,400 Per Month. t Will Continue To Provide A Not Addressed Summary Of Legal Work Date: May 23, 2000 To: Bruce V. Malkenhorst City Administrator From: Sharon Johnson Budget Audit6r Subject: Proposal of Eric Fresch It is estimated that L & P can utilize Eric Fresch's services for 108 hrs/month, and Treasurer's/Finance depts can utilize him for 70 hrs/month, for a total of 178 hrs/month. Currently, we use Eric an average of 150 hrs/month, for an average of $22,550/month. We would receive 28 additional hrs/month at the same monthly rate we are now paying. Based on Eric's current proposal of 50 hours per week, leaves an average of 38 unused hours on the table each month, which computes to $3,858.00 per month. Therefore to make up for this difference the City could accept his proposal for 50 hours per week or 216 hours per month, at a monthly cost of $22,000, with the stipulation the monthly fee would cover all normal expenses. Eric defines `normal expense' to be word processing, copying, mailing, federal express, internet downloading costs. In the past he has not charged the City for airfare and car rental expenses and would continue not to do so unless the City requested him to travel on its behalf. Eric told me that he is currently averaging $6,000.00 per month in normal expenses. He told me he charges the City about a third of such cost. He also said that he is open to discussion regarding the reimbursement of expenses. W Q. co W E" c� co %. W >+ U U � N a) N L L a U) O N O IL co U O C) (a LO O) (O O MtnO C)T T +-� �TO (MLOO (A 0) 0 O O O T O 0 6 6 O O T co O E 4- O O LJ. E \ o X ) O O O CO 0 N � 00 (0 to (D (D C: Nd'OCAI�Cl? ID C*? —— m O T- U') C) (0 CD C) O NO NNI- c ` (% (') T T O T O N� (O O co CO rt CA N a N m m Q CO-J U) N �O ` O (fl N w Lo fn o 0) Iq U cM N T Cf) II T OD O N N N It Uj M T O In O Cl)ti N O M (�q C'ONce)co ti �mLOItI O d Od•M�LOr�tiI- N N COO�qN f�EAT(IJ T I- (T Q. T L Pl �} �' (0 T N W6)- 6H 69. VF. W- co E co 6T4 N N +. mco �+ � U Q •N C 0 0 to LO C) LO LO 0 Cl 0 to i (Dry ItcMT MCA NNtl _ LON O6O6L6 OON OTC, M�� MCO C cN-� T U m Z � E 2 w N N Co rn n V= N O) � o m 3 v fA r M •� L G Y O O "ai °- O �a M m °� m �a o I— Q> QV Co 00 aU mco � (�' �' a) N J �' J N J fO/1 N m H W 1 JUN-08-2000 08:16 E.T.LAW P.02 L LAW QFFICF!5 OF EBIC T. FRESCH CITICODO C.6NT`m. ONE SANSOME STREET TW='NTY.FIRST FLOOR SAN 7RANCI3CO, CALISOMIA 94104 TELEPHONE 14i1,1 ot%i•1096 MAX 141SI 9SI-AB60 May 15, 2000 Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Proposal for Financial, Legal and Administrative Consulting Services Dear Bruce: Last summer I made a proposal to you concerning my services to the City of Vernon. Since that time I have had the opportunity to evaluate theextent my services are used by the varies departments of the City, principally the Finance, Utilities Department and Treasurer's office. I believe the City would substantially benefit from my financial and legal services on a fixed monthly basis. 9 --tom \zl %'k I currently bill the City $150 Der hour for my services plus a poAion of the costs I M*Cur on behwl of the City. PI, which the I propos a for financial, legal and administrative services 1 shall making myself available during whatever time period requests My intent is to provide the City the flexibility to use me in whatever financial, legal or administrative matters you deem appropriate. I enclosed a revised resume of my experience for your information. I have hard the privilege of working for the City in one capacity or another, since 1983. 1 look ford to continue to serve the City in whatever role you determine. Sincerely Eric French JUN-08-2000 08:18 E.T.LAW P.01 September 10, 1999 Mr. Brume V. Malkenhorst City Administrator City of �ernon 4305 Sauta Fe Avenue Vernon, JCA 90058 v,i� coo -PY Re: Piroposal for Fixed Monthly Rate for Legal Services Dear Brt =- - I propose that the City of Vcrnou convert the remuneration for my Legal services from �> cornet► v' at this rate and at the Ci . _ ' ' ` . _ ` d e nd' , upon work regairements. 1 f r. �_ will continue to or - T'he M-Ene Departments [ work with will ,more fully utilize my services out having to s s and ractice will attain continuity for its w hrk load. M1.... ,.�� , -tis 8 Wlt It My prevfous hourly billings and incurred expense,S for the riot Cit fis, l ear and_the first qu 'ter of the cuneAt fiscal year have ranged from � ", I am will g [o a I enclose a revised resume of my legal experience for your information. I have h d the privilege of working for the City since 1986. I look forward to continue to serve he City in whatever capacity you deem appropriate. Sincerely, �i I Lric Frq{ ch I LrP P t TOTAL P.01 JUN-08-2000 08:17 E.T.LAW P.06 LAW OFFICES OF E$IC T. ErRE5CH CITIC:ORP CENTER, ONC SAN90ME CYIiErT TWENTY-FIRST FLOOR SAN P"NC15CO, C.AI•IFOttx><n 134104 rCLrpwoNE t41et 9m1-10Y¢ rnx 14101 991-4660 May 23, 2000 Ms. Sharon Lv Johnson Deputy City Treasurer City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Proposal for Pinancial, Legal and Administrative Consulting Services; Costs Incurred on the City's Behalf Dear Sharon: I My recent proposal concerning my services to the City of Vernon included a component for the reimbursement of reasonable costs incurred on the City's behalf. My intent was to negotijste a monthly budget figure for costs which I would incur while undertaking work for the City. The components of costs which I incur each month on behalf of the City include word processing of documents ($45 per hour); internet legal and financial research; FedFx and other transmittal charges for documents sent to the City or on the City's behalf; charges incurred for the receipt and transmittal of documents via facsimile; copying charges for document needed for legal or financial research; charges incurred obtaining information from research sources (Le., CEC library in Sacramento where I sourced many example RFPs thrpughout the United States, the CPUC Library in San Francisco or the Stanford Engineering Library); air travel expenses; time spent while traveling to required appearanpes or appointments; car rental charges; wireless and other phone charges incurred discussing financial or legal matters with City officials or other City contractors; equipment rental and acquisition charges; parking charges; legal or financial, research inar ch semarges; and other miscellaneous categories of costs. My curre t proposal seeks a monthly retainer and the reimbursement of all costs which the City *ould settle on as ordinary and necessary to discharge my financial, legal and administrwive consulting duties. JUN-08-2000 08:18 E.T.LAW P.07 Ms. Sharon L. Johnson May 23, 2000 Page 2 These costs were averaging $1,200 per month in the 1998-1999 fiscal year period. My original proposal from last summer included these casts. My intent at that time was to seek the reimbursement of all special and extraordinary cost amounts in addition to the monthly retainer. The difference in the cost proposals is pnneipally due to the more than 300010 increase in costs w!L'.-h I have incurred on the City's behalf #n the 1999.2000 fiscal year period. Please call me if you have any questions at (415) 235-9312. Sincerely. Eric Fresch cc: Bruce V. Malkenhorst TOTAL P.O? JUN-08-2000' 08:16 E.T.LAW TIC FIMCH Citicorp Centex • One Sansome Street • Twerty-Fast Floor • San Francisco, California 94104 Office 415-951-1035 • Cell 415-235-9312 i PROFR TONAL MSTORY 1986 to Present SOLE PRACTMONIER General practice, public and corporate finance, administrative, utility and governmental regulatory law, government contract negotiations and adnihdAration, federal tax law (EWSA, qualified retirement, pension and deferred compensation plans), general municipal and business law. PRINCIPAL CLIENTS 1986 to Present CITY OF VERNON, CALIFORNIA Contract Attorney Represent the City's Utilities Department on various legal matters including resource contract procurement, risk management policies and the issuance of City or Southern California Public Power Authority ("SCPPA") public debt financings for various .public worts projects, including electric system revenue bonds for the City's Utilities Department. Provide legal services to the City Administrator and to the department officers of the City's Finance, Utilities, Human Resources, Risk and Treasurer's Departments as regards the suitability and policy for the investment of City funds; utility and regulatory law, operations, Rnanci2l commitments, financial electricity transactions including the NYMIEX, credit policies, and capital expenditure programs of the utility; and pension and retirement plan contracts with retirement trust administration agencies, such as Ca1PERS ` and ICMA. Act as liaison between various City departments, including Administration and Finance, and manage or coordinate outside consults such as Bond Counsel, financial advisors, commodities brokers, energy and investment consultants and bankers. 1998 - Present MONTEBELLO UNIFIED SCHOOL DISTRICT ("MUSD") Associate Counsel to General Counsel Provide legal services to the Ge>n&al. Counsel on public finance matters including the issuance by MUSD of general obligation bonds and certificates of participation for capital improvement projects and other matters. t SUN-08-2000 08:17 E.T.LAW p,04 Page 2 1996 - Present TRICO CONSTRUCTION Counsel to San Franeiseo Public Workr Construction Firm Provide representation to firm on public works and public project contract matters, including general requirements for contract provisions, bidding, bonds, insurance and dispute resolution. 1997 - Present FAIRFIELD PROJECT PARTNERS & 1745 PARTNERS Counsel to Solaro County Real Estate Development Plums. Companies develop and operate mixed use government office, public health and social service buildings for the government of Solano County, California. Represent the firms on land use, public finance, government lease negotiation and general corporate matters. 1987 - 1998 REPUBLIC MUSTRZS•CONSOLIDATED DISPOSAL•H.P. DISPOSAL Counsel to Solid Waste Disposal Companies. Represented the company in different stages for various legal matters including general corporate, government franchise contract , corporate taxation, environmental and California solid waste regulatory law and corporate merger and reorganization. 1983 to 1986 MMGE ROSE GVTJEIRM AT EXAM ER & FERDON Associate Attorney Public Power Finance Department, Los Angeles, Caltfotrtia. Represented SCPPA, City of Anaheim Electric System, Intermountain Power Agency ("IPA"), Northern California Power Agency ("NCPA"), Salt River Project Agricultural Improvement and Power District, Utah Associated Municipal Power Systems, Nebraska Public Power District, Merrill Lynch on the Washington Public Power Supply System Nuclear Project financings ("WPPSS") and Goldman, Sachs & Company on the WPPSS financings. Responsible for drafting and negotiation of contract documents for power project revenue bond and note financings; refundings; power sales contracts, tariffs; agreements to provide for transmission and wheeling (SCPPA); and applications and filings before Federal courts, regulatory agencies, departments and commissions. JUN-08-200008:17 E.T.LAW P.05 • Page 3 Y 1980 to 1982 LAW OFFICES OF JAMES W. BEBE Associate Attorney Responsible for bond and underwriting docuumts for various bond and now financings including revenue; mortgage, industrial development, and tax allocation bond financings for the cities and redevelopment agencies of San Bernardino, industry, Irwindale and Inglewood. 1979 to 1980 FRESHMAN, MCFLVANEY, MARANTZ, COMSKY, KABAN Sc DYSART Associate Attorney and Law Clerk Practiced general corporate and municipal law principally for project developers and the City of San Diego 'Gaslaymp Redevelopment District." • California Bar Association (December, 1980) • United States District Court, Southern District • Federal ;Energy Bar Association EDUCATiON • University of San Diego School of Law (Duds Doctor, 1980) • University of California, Los Angeles, Graduate School of Management, Business Economics Masters Program (1977) • Univet ty of California, Los Angeles (AB Economics, Magna Cum Laude, 1976) AGREEMENT FOR LEGAL, FINANCIAL AND ADMINISTRATIVE CONSULTING SERVICES THIS AGREEMENT is entered into this 1st day of July, 2000, by and between the CITY OF VERNON, CALIFORNIA, a municipal corporation, hereinafter referred to as "City," and ERIC T. FRESCH, an individual, hereinafter referred to . as "Consultant." RECITALS This Agreement is entered into on the basis of the following facts, understandings and intentions of the parties: A. The City and Consultant entered into an agreement for legal and financial consulting services in August, 1986 (the "Original Agreement"); and B. Pursuant to the terms of the Original Agreement, as amended, the Consultant received $150.00 per hour, for legal and financial services rendered to the City; and C. The City and Consultant desire to enter into a new agreement to supersede and replace the Original Agreement, where Consultant will work a fixed number of hours per year for the City in exchange for a fixed monthly fee; and D. Consultant has represented to the City that he remains an active member in good standing with the State Bar of California, No. 095407; and E. Consultant will perform legal, financial and administrative consultant services for the City, as directed by the City Administrator, or his authorized designee. -1- NOW THEREFORE, intending legally to be bound, the parties agree as follows 1. Parties to the Agreement. The parties to this Agreement are: City: The City of Vernon, a municipal corporation, having its principal office at 4305 Santa Fe Avenue, Vernon, California, 90058. Consultant: The Law Offices of Eric T. Fresch, having the address for his business at Citicorp Center, One Sansome Street, Twenty -First Floor, San Francisco, California 94104. 2. Representatives of the Parties and Service of Notices. The representatives of the parties who are primarily responsible for the administration of this Agreement, and to whom formal notices, demands and communications shall be given, are as follows: The principal representative of the City shall be: Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 (323) 583-8811 (323) 581-7924 Fax The sole representative of Consultant shall be: Eric T. Fresch Citicorp Center One Sansome Street Twenty -First Floor San Francisco, California 94104 (415) 235-9312 (415) 435-6385 Fax -2- 3. Contract Year. Contract Year shall mean the period commencing on July 1, 2000 and expiring at midnight on the immediately following June 30, and thereafter each subsequent twelve-month period beginning on July 1 and ending on June 30. 4. Term of the Agreement. The term of this Agreement shall be for the period of three (3) years commencing on the 1st day of July 2000. Every three (3) years, on the anniversary of the date this Agreement was entered into, this Agreement shall automatically renew for an additional term of three (3) years, unless either party to this Agreement notifies the other in writing to the contrary at least thirty (30) days prior to the anniversary date. 5. Amount and Scope of Services. Consultant hereby agrees to provide One Thousand Six Hundred Eighty (1,680) hours of time each Contract Year to the City for legal, financial and administrative consultant services as requested and directed by the City Administrator or his authorized designee. Consultant shall be available for additional hours of consulting services ("Additional Hours") to the City each Contract Year at the request of the City Administrator or his authorized designee. 6. Time and Amount of Payment for Consulting Services. The City shall pay the Consultant monthly for consulting services rendered to the City. The City shall pay Consultant Twenty Thousand Dollars ($20,000.00) per month, on the end of each month, during the term of this Agreement, beginning July 31, 2000. For Additional Hours which the Consultant may work each Contract Year, the City shall pay the Consultant One Hundred Dollars ($100.00) per hour. For example, the Consultant shall receive One Hundred Dollars ($100.00) per hour for each and every hour of services the Consultant may provide the City in addition to the One Thousand Six Hundred Eighty (1,680) hours the Consultant will provide the City for each Contract Year under this Agreement. -3- 7. Expense Reimbursement. The City shall only reimburse the Consultant for expenses pre -approved by the City Administrator or his authorized designee and incurred by Consultant for services undertaken for the City in the performance of this Agreement. Such expenses shall include, but shall not be limited to, lengthy document typing, obtaining documents from research libraries or official agencies or the cost of travel and other expenses incurred on business trips to meetings or official appearances on behalf of the City or other projects that the Consultant is requested to undertake as directed by the City Administrator or his authorized designee. 8. Use of City Employees by Consultant. The Consultant may use City Employees in conjunction with the discharge of Consultant's duties to the City, pursuant to this Agreement, as approved and directed by the City Administrator or his authorized designee, for whatever purpose the City Administrator deems appropriate. Such use shall include, but shall not be limited to, the performance of clerical or typing duties. 9. Reports. Consultant shall submit reports of Consultant's time allocation for services rendered to the City every ninety (90) days, commencing July 1, 2000, or more or less frequently, as directed and requested by the City Administrator. Consultant shall prepare such reports as part of his consultant services rendered to the City pursuant to this Agreement. 10. Cancellation. The City shall have the right to terminate and cancel this Agreement for cause. In the event that the City intends to cancel this Agreement for cause, it shall as a prerequisite thereto, give Consultant written notice of the material failure in performance and provide Consultant a thirty (30) day period to effect a cure reasonably satisfactory to the City. 11. Independent Contractor. Consultant and the agents and employees of Consultant in the performance of this Agreement shall act in an independent capacity and not as officers or employees or agents of the City. -4- 12. Rules of Interpretation. As used in this Agreement, and as the context may require, the singular includes the plural and vice versa and the masculine gender includes the feminine and neuter and vice versa. The words "include," "includes" or "including" shall be by way of example only and shall not be considered in any way to be in limitation. 13. Calendar Days; Working Days. All references in this Agreement to a number of days in which either party shall have to consent, approve or perform shall mean calendar days unless specifically stated to be "working" days. All references in this Agreement to "working" days shall mean days on which the City is open for business. 14. Severability. If any part of this Agreement is invalid, the remaining terms and conditions shall not be affected unless their enforcement under the circumstances would be unreasonable, inequitable or otherwise frustrate the purposes of this Agreement. 15. Captions and References. The captions of the sections and subsections of this Agreement are solely for convenience of .reference, and shall be disregarded in this construction and the interpretation of this Agreement. References herein to a section or subsection are to the sections and subsections of this Agreement. 16. No Oral Modifications. This Agreement supersedes all prior proposals, agreements and understandings between the parties and may not be changed or terminated orally, and no change or termination of, or attempt to waive, any of the provisions hereof shall be binding unless in writing and signed by the parties against whom the same is sought to be enforced. 17. Force Majeure. Consultant shall not be in default under this Agreement in the event that the Consultant's services are temporarily interrupted for any of the following reasons: work stoppage; riots; war or national emergency declared by the President or Congress and affecting the City of Vernon; civil disturbance; explosion; natural disasters such as floods, earthquakes, landslides and fires; or other catastrophic -5- events which are beyond the reasonable control of Consultant; provided, however, that Consultant notify City in writing of the nature of the matter constituting the enforced delay within ten (10) days after the occurrence of the enforced delay. Notwithstanding anything to the contrary in this Agreement, an extension of time for any such cause shall be for the period of time reasonable in light of the enforced delay and shall commence to run from the time of the commencement of the cause. 18. Law to Govern; Venue. The law of the State of California shall govern this Agreement. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles. In the event of litigation in a U.S. District Court, exclusive venue shall lie in the Central District of California. 19. Attorney's Fees. In the event that either party to this Agreement shall commence any legal or equitable action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including actual attorney's fees and costs, including costs of expert witnesses and consultants, discovery costs and costs on appeal. 20. Amendments. No amendment of this Agreement shall be valid unless in writing duly executed by the parties. 21. Execution of Counterparts. This Agreement may be executed in counterparts and, when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original and all counterparts taken together shall constitute one and the same agreement. 22. Sole and Only Agreement. This instrument constitutes the sole and only agreement between the City and Consultant, and correctly sets forth the obligations of the City and Consultant to each other as of its date. Any agreements or representations or any other matter discussed in this Agreement not expressly set forth in this instrument are null and void. Eel IN WITNESS WHEREOF, the parties hereto have executed this Agreement, in duplicate, effective the day and year first above written. ATTEST: CITY OF VERNON a Municipal Corporation By: By: Bruce V. Malkenhorst oar is CMalbur�g City Clerk Mayor Approved As To Form EDUARDO OLIVO CITY ATTORNEY EF5 agmt.ef Law Offices of Eric T. Fresch By: e 17V Eric T. Fresch -7- OFFICE OF THE CITY ADMINISTRATOR/CITY CLERK INTER -OFFICE MEMORANDUM DATE: August 23, 2000 TO: Kenneth DeDario, Director of Utilities FROM: Gloria J. Oro c Chief Deputy City Clerk RE: Agreement for Legal, Financial and Administrative Consulting Services - Eric T. Fresch Transmitted herewith is a copy of Resolution No. 7576 approving and authorizing the execution of an agreement for Legal, Financial, and Administrative Consulting Services by Eric T. Fresch that was approved by City Council on July 26, 2000. Cc: J. Somoano S . Johnson � 'a 60 LAW OFFICES OF ERIC T. FRESC$ CITICORP CENTER. ONE SANSOME STREET TWENTY-FIRST FLOOR SAN FRANCISCO, CALIFORNIA 94104 TELEPHONE (415) 235-9312 FAX (415) 435-6385 July 26, 2000 Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, California 90058 Dear Bruce: Subject: Conflict of Interest Statement In connection with my representation of the City of Vernon, I do not represent any other client which would be deemed in conflict of interest. Since January 1, 2000, 1 have represented the City of Vernon; the Montebello Unified School District General Counsel's Office ("MUSD"), in Los Angeles County; Trico Construction ("Trico"), public works contractors for the City of San Francisco; and Fairfield Partners, public facilities landlords for the Solano County Superior Courts, Health and Welfare and Administrative Departments ("Fairfield"). Since June 1, 2000, 1 have transferred by representation of MUSD and Fairfield to other counsel. As of this date, I am representing only the City of Vernon and Trico. I have alternate counsel for Trico when the need arises. My first time' priorities will always be the City of Vernon. Please contact me if you have any questions. Sincerely, �c 'Z� Eric Fresch LAW OFFICES OF EPIC T. FRESCH CITICORP CENTER, ONE SANSOME STREET TWENTY-FIRST FLOOR SAN FRANCISCO, CALIFORNIA 94104 TELEPHONE (415) 23S-9312 FAX (415) 43S-638S July 5, 2000 Mr. Bruce V. Malkenhorst City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Agreement for My Services to the City Dear Bruce: I have drafted the attached Agreement for my consulting services to the City. I have adjusted my hours down, as we discussed, to reflect the fact the City has chosen a version of my alternate proposal from last summer. This Agreement requires me to work 1,680 hours a year for the fixed sum of $20,000 per month, for three years. This works out to about 35 hours a week. The City can use me any number of hours a week, depending upon its needs. In addition, the City can use me for more time per year, at $100 per hour. The Agreement only provides for the reimbursement of expenses that you preapprove. Such would include travel costs to meetings or obtaining documents from official sources, like FERC. I will continue to provide you reports of my time allocation for matters that I work on for the City, so that your departments can budget for my time. Thank you for this opportunity and your support all these years. I look forward to going over this Agreement with you at your convenience to insure that it meets with your approval. Sincerely, ric Fresch EF:wg