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Resolution No. 80182 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 RESOLUTION NO. 8018 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT FOR LEGAL CONSULTING SERVICES BY AND AMONG THE CITY OF VERNON, THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AND THE LAW OFFICES OF DAVID B. BREARLEY WHEREAS, the City of Vernon desires to retain the legal consulting services of the Law Offices of David B. Brearley to perform and provide assistance on issues relating to municipal business and economic matters, especially municipal utility and some redevelopment project issues; and WHEREAS, David B. Brearley, ("Brearley") the retired former City Attorney of the City of Vernon and Legal Counsel of the Redevelopment Agency of the City of Vernon (the "Agency"), provides legal consulting services relating to municipal business and economic issues, including matters relating to municipal utility and redevelopment issues; and WHEREAS, the City Council has instructed Eduardo Olivo ("Olivo"), the City Attorney of the City of Vernon, to meet with Brearley to discuss and negotiate on behalf of the City Council a legal consulting services agreement to be managed, administered and directed by Olivo; and WHEREAS, the City Council hereby declares that it has not discussed this matter with Bruce V. Malkenhorst, the City Administrator/City Clerk; and WHEREAS, Bruce V. Malkenhorst has previously informed the City Council that he is disqualifying himself from participating in any manner, in activities relating to the consideration and/or - 1 - l 1 [ 1 implementation of any contract by and between Brearley, the City of 2 Vernon, and the Agency; and 3 WHEREAS, Olivo, by letter dated July 3, 2002, has informed 4 the City Council that he has discussed and negotiated with Brearley a 5 legal consulting services agreement that he believes is fair and 6 reasonable and in accordance with his previous instructions from the 7 City Council and recommends approval of the proposed Agreement for 8 Legal Consulting Services, and further that he has not solicited nor 9 received any suggestions or guidance from Bruce V. Malkenhorst, City 10 Administrator/City Clerk, in respect to the "making" of a 11 recommendation for the Agreement; and 12 WHEREAS, the City of Vernon desires to engage Brearley for 13 legal consulting services and to enter into an agreement that will set 14 forth the terms and conditions of Brearley's engagement. 15 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE 16 CITY OF VERNON AS FOLLOWS: 17 SECTION 1: The City Council of the City of Vernon hereby 18 finds and determines that the recitals contained hereinabove are true 19 and correct. 20 SECTION 2: The City Council of the City of Vernon hereby 21 declares that it has not requested and has not received any 22 information or assistance from Bruce V. Malkenhorst, City 23 Administrator/City Clerk, and is relying solely on the discussions 24 with Olivo concerning the negotiations with Brearley and is accepting 25 the recommendations of Olivo expressed in his letter to the City 26 Council dated July 3, 2002, concerning said negotiations. 27 SECTION 3: The City Council of the City of Vernon hereby 28 approves the Agreement for Legal Consulting Services with the Law 2 - y 1 Offices of David B. Brearley and the Redevelopment Agency of the City 2 of Vernon, a copy of which is attached hereto as Exhibit "A" and made 3 a part hereof. 4 SECTION 4: The City Council of the City of Vernon hereby 5 authorizes the Mayor and the City Clerk to execute said Agreement for, 6 and on behalf of, the City of Vernon. 7 SECTION 5: The City Council of the City of Vernon hereby 8 directs the City Clerk, or his designee, to send one fully executed 9 Agreement to: 10 Law Offices of David B. Brearley Attn: David B. Brearley, Esq. 11 2440 S. Hacienda Blvd., Suite No. 223 12 Hacienda Heights, CA 91745 13 SECTION 6: The City Clerk of the City of Vernon shall 14 certify to the passage of this resolution, and thereupon and 15 thereafter the same shall be in full force and effect. 16 APPROVED AND ADOPTED this 3rd day of July, 2002. 17 18 EONIS C. MAL URG, Ma or 19 20 ATTEST: 21 22 23 BRUCE V. MALKENHORST, City Clerk 24 25 26 27 28 - 3 - 1 STATE OF CALIFORNIA ) 2 } ss 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 8018, was duly adopted by the City Council of the City of Vernon at a 7 regular meeting of the City Council duly held on Wednesday, July 3, 8 2002, and thereafter was duly signed by the Mayor of the City of 9 Vernon. 10 11 BRUCE V. MALKENHORST, City Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 4 _ EXHIBIT 0 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 AGREEMENT FOR LEGAL CONSULTING SERVICES BY AND AMONG THE CITY OF VERNON, THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON AND LAW OFFICES OF DAVID B. BREARLEY THIS AGREEMENT FOR LEGAL CONSULTING SERVICES (the "Agreement") is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 3rd day of July, 2002, BY THE CITY OF VERNON, (hereinafter referred to as the "City") 4305 Santa Fe Avenue Vernon, CA 90058 AND THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON (hereinafter referred to as the "Agency") 4305 Santa Fe Avenue Vernon, CA 90058 AND LAW OFFICES OF DAVID B. BREARLEY (hereinafter referred to as "Brearley") 2440 South Hacienda Blvd., 4223 Hacienda Heights, CA 91745 WHEREAS, David B. Brearley began serving the City as its City Attorney on July , 1977; and WHEREAS, David B. Brearley retired as City Attorney of the City affective October 31, 1999, pursuant to the provisions of the Public Employees Retirement System; and WHEREAS, David B. Brearley upon his retirement became subject to the provisions of Government Code Section 21224, which limits his activities for City and Agency so that they shall not exceed 960 hours in any calendar year; and WHEREAS, the City desires that Brearley perform and provide 1 assistance on issues related to municipal business and economic matters 2 and matters particularly related to City's municipal utilities; and 3 WHEREAS, the Agency desires Brearley to perform and provide 4 assistance on issues related to the redevelopment project area located 5 in the City; and 6 WHEREAS, Brearley is familiar not only with the issues facing 7 the City's municipal utilities, but also with the details of their 8 operations, as well as issues facing the Agency; and 9 WHEREAS, the City and the Agency desire to engage Brearley 10 for the services hereinabove described and to enter into an agreement 11 that will set forth the terms and conditions of Brearley's engagement; 12 and 13 WHEREAS, Brearley represents that he is qualified to perform 14 such services under this Agreement. 15 NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, 16 COVENANTS AND CONDITIONS HEREINAFTER SET FORTH, THE PARTIES HERETO DO 17 MUTUALLY HEREBY AGREE AS FOLLOWS: 18 I. RETENTION. 19 The City and the Agency hereby retain the services of 20 Brearley upon the terms and conditions set forth herein. 21 II. SCOPE OF SERVICES 22 Brearley shall perform the requested services as directed by 23 the City Attorney of the City. Brearley shall not work more than 60 24 hours in any calendar month during the term of this Agreement, unless 25 approved in advance by the City Attorney. Brearley shall, at the 26 direction of the City Attorney, assist the City's Utilities Department, 27 the City Attorney's office or the Agency in the areas of: 28 A. Municipal utility issues; I 1 B. Public works issues related to utilities; 2 C. Legislative issues; 3 D. Any other activities deemed appropriate and reasonable 4 by the City; and 5 E. Redevelopment issues. 6 All assignments undertaken by Brearley are to be assigned and 7 approved by the City Attorney before work is commenced to ensure that 8 the assignment is consistent with Brearley's Scope of Services. If 9 requested by the City Attorney, the results of Brearley's assignments 10 and any recommendations provided to the City or the Agency shall be in 11 writing. 12 III. PUBLIC EMPLOYEES RETIREMENT LIMITATION 13 The City, the Agency and Brearley acknowledge that this 14 Agreement is subject to the provisions of Government Code Section 15 21224, which states in its entirety as follow: 16 "A retired person may serve without 17 reinstatement from retirement or loss or 18 interruption of benefits provided by this system 19 upon appointment by the appointing power of a 20 state agency or any other employer either during 21 an emergency to prevent stoppage of public business or 22 because the retired employee has skills needed in performing 23 work of limited duration. These appointments shall not 24 exceed a total for all employers of 960 hours in any 25 calendar year, and the rate of pay for the 26 employment shall not be less than the minimum, nor exceed nor 27 exceed that paid by the employer to other employees 28 performing comparable duties." 3 - 1 IV. TERM OF AGREEMENT AND TIME OF PERFORMANCE 2 Brearley's services herewith shall commence on July 1, 2002, 3 and shall terminate on June 30, 2003, unless otherwise terminated or 4 extended. 5 V. COMPENSATION 6 1. Monthly Fee. The City shall compensate Brearley for 7 Brearley's obligation to provide the services described herein the sum 8 of Twenty Thousand Dollars ($20,000) per month payable as provided in 9 Section VI and, in addition thereto, pay Brearley an hourly fee of 10 Three Hundred Thirty-three Dollars and No Cents ($333.00) per hour for 11 all requested excess service hours, if any, performed in excess of the 12 Seven Hundred Twenty-(720) hour requirement for the twelve-(12) month 13 period. Brearley shall invoice the City for all such required excess 14 services hours after the expiration of the term of the Agreement (June 15 30, 2003). 16 2. Medical Insurance. The City shall provide Brearley 17 with medical benefits during the term of this Agreement. Such benefits 18 shall include one annual physical per calendar year. 19 3. Expenses. In addition, directly related expenses 20 shall be reimbursed at cost. Such expenses may include: non -local 21 telephone calls, delivery, electronic data processing, non -local 22 facsimiles, graphics and printing, or any earlier agreements. Such 23 benefits shall include one physical per calendar year. 24 4. Other Expenses. Other expenses may be reimbursed but 25 only if such other expenses have been given advance approval by the 26 City Attorney. Such other expenses may include, but are not limited 27 to, air fares, hotels, motels, video, and promotional material and 28 subcontract charges. m i 1 VI. METHOD OF PAYMENT 2 1. The City or the Agency shall pay Brearley the total 3 sum of Twenty Thousand Dollars ($20,000.00) per month for the 4 obligation to provide the services set forth in the Scope of Services 5 by Brearley during the term of this Agreement. Such compensation shall' 6 be paid on a current and deferred basis in accordance with the schedule 7 provided for in the attached Exhibit "A: which is incorporated herein 8 as though fully set forth at length. 9 Within thirty- (30) days after the last day of any 10 calendar month in which services have been performed or costs incurred 11 hereunder, Brearley shall submit a report to the City Attorney stating 12 the amount of time worked by Brearley during the previous month. The 13 hours spent on an assignment must be reported for the month in which 14 they were actually performed. If Brearley does not work the entire 60 15 hours in any particular month, Brearley's obligation to work the 16 additional hours, up to the 60- hour total, shall be carried over from 17 month to month, until such obligation is satisfied. Further, if 18 Brearley, after obtaining approval from the City Attorney, works more 19 than the 60 hours required in any particular month, Brearley will be 20 allowed to offset the additional amount of time worked against the 60 21 hour requirement for the next month. 22 VII. CHANGES AND EXTRA SERVICES 23 The City and Brearley may request additional services to be 24 performed by Brearley. All such requests shall be incorporated in a 25 written change order or an amendment to this Agreement and executed by 26 the City Attorney and Brearley that shall specify the change requested 27 and the adjustment of compensation and completion time required 28 thereof, if any. 5 _ 1 Any services added to the scope of this Agreement by a change 2 order shall be consistent with other applicable conditions of this 3 Agreement and shall not cause Brearley's obligation to exceed 460 hours 4 for the period from July 1, 2002 through December 31, 2002 or 850 hours 5 from January 1, 2003 through June 30, 2003, unless consented to by 6 Brearley. 7 VIII. CONFIDENTIAL INFORMATION 8 1. Access to Confidential Information. The City may 9 provide Brearley with, or allow Brearley access to, certain information 10 not available to the public concerning the City, or businesses located 11 in the City. The information may include company information, taxes, 12 sales, value of assets, or other such information. All such 13 information shall be known as "Confidential Information" and may not be 14 used to circumvent the responsibility of either party to this 15 Agreement. 16 2. No Disclosure. Except as expressly permitted, 17 Brearley shall not disclose, permit the disclosure of, release, 18 disseminate, or transfer, whether orally or by any other means, any 19 part of such Confidential Information to any other person or entity, 20 whether corporate, governmental, or individual, without the express 21 prior written consent of an authorized representative of the City. 22 Brearley shall return any written Confidential Information, and all 23 copies made of such items, to the City upon the City's written request, 24 but in any event not later than the date that Brearley has performed 25 all services to be performed pursuant to this Agreement. Brearley 26 hereby agrees that such Confidential Information and any documents 27 provided may used by Brearley only as authorized by the City. 28 Brearley shall take reasonable measures to avoid any disclosure of any I, 1 2 3 4 5 6 7 8 V 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 such Confidential Information to any unauthorized person. 3. Court -Ordered Disclosure. Brearley shall immediately notify the City of any court order or subpoena requiring disclosure of Confidential Information, and shall cooperate with City Attorney in the appeal or challenge of any such order or subpoena. Recipient may only disclose Confidential Information required to be disclosed pursuant to court order or subpoena after the City has exhausted any lawful and timely appeal or challenge. 4. Remedies. In addition to any other remedies that it may have at law or in equity, the City shall be entitled to apply to a court of competent jurisdiction for a temporary and/or permanent injunction against any breach or threatened breach of the Confidential Information provisions of this Agreement. Brearley acknowledges that in case of such breach or threatened breach of said provisions, the City would have no other adequate remedy at law. IX. CONFLICT OF INTEREST In the event that a potential conflict should arise between the interests of the City and the interests of any other client of the Law Offices of David B. Brearley, during Brearley's performance of services under this Agreement, Brearley shall notify the City of the potential conflict. Notice of the existence of a potential conflict of interest shall be given in writing to the City within ten (10) days of the perceived conflict. The conflict of interest letter shall specify when the potential conflict arose, the identity of the other party(ies) and the facts, which give rise to the potential conflict. In the event that a potential conflict of interest is deemed by the City to be an actual conflict of interest, the City may, at its discretion, terminate (this Agreement immediately. - 7 - 1 X. GENERAL PROVISIONS 2 1. Independent Contractor. At all times during the term 3 of this Agreement, Brearley shall be an independent contractor and 4 shall not be an employee of the City. The City shall have the right to 5 control Brearley only insofar as the results of Brearley's services 6 rendered pursuant to this Agreement; ;however, the City shall not have 7 the right to control the means by which Brearley accomplishes services 8 rendered pursuant to the Agreement except to the extent that such 9 services involve the use of City property or Confidential Information. 10 2. Disputes. Any disputes that may arise under this 11 Agreement, if unresolved after 90 days, shall be presented to an 12 arbitrator to be mutually selected by the parties, or appointed by a 13 court of competent jurisdiction. Costs for the arbitration shall be 14 borne by the party deemed to be liable. 15 3. Brearley Not Agent. Except as the City may specify in 16 writing, Brearley shall have no authority, express or implied, to act 17 on behalf of the City in any capacity whatsoever as an agent. Brearley 18 shall have no authority, expressed or implied, pursuant to this 19 Agreement to bind the City to any obligation whatsoever. 20 4. Validity. The validity, interpretation and 21 performance of this Agreement shall be controlled and construed under 22 the laws of the State of California. 23 5. Products of Consulting. All products of consulting 24 services shall become the property of the City and shall be delivered 25 to the City before the end of the performance of this Agreement. 26 6. Assignment Prohibited. No party to this Agreement 27 may assign any right or obligation pursuant to this Agreement except 28 with the express written consent of the other party. Any other 1 attempted or purported assignment of any right or obligation pursuant 2 to this Agreement shall be void and of no effect. 3 7. Termination. Neither the City nor Brearley may 4 terminate this agreement within one -hundred twenty (120) days after its 5 approval. Thereafter, the City or Brearley may terminate this 6 Agreement by providing the other party with thirty (30) days written 7 notice. Brearley shall be entitled to the compensation earned by him 8 prior to the date of the termination notice, computed pro rata up to 9 and including that date, plus compensation for work performed during 10 the thirty (30) day notice period and authorized in the termination 11 notice 12 8. Notices. Notices to the parties unless otherwise 13 requested in writing shall be sent to: 14 CITY: THE CITY OF VERNON ATTN: EDUARDO OLIVO, ESQ. 15 CITY ATTORNEY 16 8255 FIRESTONE BLVD., #210 DOWNEY, CA 90241 17 AGENCY: THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON 18 ATTN: EDUARDO OLIVO, ESQ. 19 LEGAL COUNSEL 8255 FIRESTONE BLVD., #210 20 DOWNEY, CA 90241 21 LEGAL CONSULTANT: LAW OFFICES OF DAVID B. BREARLEY 22 ATTN: DAVID B. BREARLEY, PRESIDENT 2440 SOUTH HACIENDA BLVD., 4223 23 HACIENDA HEIGHTS, CA 91745 24 Any such notices, demand, invoice and written communications 25 shall be (i) hand delivered, (ii) sent by facsimile and mail, or (iii) 26 sent by mail. Mail shall be conclusively deemed to have been received 27 by the addressee five (5) days after the deposit thereof in the United 28 States mail, postage prepaid and properly addressed as noted above. 9 - 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 XI. ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matters herein. Each party to this Agreement acknowledges that no representations have been made by any party which are not embodied herein and that no other agreement, statement or promise not contained in this Agreement shall be valid and binding. Any modifications of this Agreement will be effective only if it is in writing and signed by the parties hereto. XII. BENEFIT OF AGREEMENT This Agreement shall bind and benefit the parties hereto and their heirs and successors. XIII. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the City Agency, and Brearley have executed this Agreement as of the date first hereinabove set forth. ATTEST: BY: BRUCE V. MALKENHORST, City Clerk APPROVED AS TO FORM: BY: EDUARDO OLIVO, City Attorney THE CITY OF VERNON BY: LEONIS C. MALBURG, Mayor - 10 - JUL-U,�-eUWG WtI) Ub,Jd till ULLYV (k i Lfi0QL11V111 ++•+ +�� wL �,w �.� . i • �:. , .Tl l-c �' ry i . i z 'yyr`� �u� ffjI MTV HYATT /� J/1. r/q� �/] p/y� t . �93 P.12(�c I] l • JG 1"7 I li 4 ♦Y •��..h"N.. 1 " FOX: 23 M t&7.� li3 i4L jf 1 2 9 5 6 7 8 9 10 11 12 13 14 15 e 15 ]7 16 19 20 21 22 23 24 2c 26 27 28 a ATTEST; BY: BRUCE V. MALIEN-HORST, APPROVED AS To rmm, BY: EbU 10 OLIVO ,Legal 1 la1S d Ill THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON j k�Y LEONIS C. MALBUAG, Chairmar, LAW OrFICES OF DAVID 3. BREAnEY w DAVID S. BRE',p►RLEY 1 EXHIBIT A 2 LEGAL CONSULTING SERVICES AGREEMENT JULY 1, 2002 - JUNE 30, 2003 3 4 CURRENT COMPENSATION EARNED PAYMENTS DEFERRED PAYMENTS 5 1. $20,000 JULY 2002 -0- la pay $10,000 - July 15, 2004 6 lb pay $10,000 - August 15, 2004 7 2. $20,000 AUGUST 2002 -0- 2a pay $10,000 - September 15, 2004 2b pay $10,000 - October 15, 2004 8 3. $20,000 SEPTEMBER 2002 -0- 3a pay $10,000 - November 15, 2004 9 3b pay $10,000 - December 15, 2004 10 4. $20,000 OCTOBER 2002 -0- 4a pay $10,000 - January 15, 2005 4b pay $10,000 - February 15, 2005 11 5. $20,000 NOVEMBER 2002 -0- 5a pay $10,000 - March 15, 2005` 12 5b pay $10,000 - April 15, 2005 13 6. $20,000 DECEMBER 2002 $5,000 15fl' 6a pay $ 7,500 - May 15, 2005 DECEMBER 2002 6b pay $ 7,500 - June 15, 2005 14 7. $20,000 JANUARY 2003 $5,000 15'h 7a pay $ 7,500 - July 15, 2005 15 JANUARY 2003 7b pay $ 7,500 - August 15, 2005 16 8. $20,000 FEBRUARY 2003 $5,000 15'h 8a pay $ 7,500 - September 15, 2005 FEBRUARY 2003 8b pay $ 7,500 - October 15, 2005 17 9. $20,000 MARCH 2O03 $5,000 156' 9a pay $ 7,500 - November 15, 2005 18 MARCH 2O03 9b pay $ 7,500 - December 15, 2005 19 10. $20,000 APRIL 2003 $5,000 15t' 10a pay $ 7,500 - January 15, 2006 APRIL 2003 10b pay $ 7,500 - February 15, 2006 20 11. $20,000 MAY 2003 $5,000 15t' 1 la pay $ 7,500 - March 15, 2006 21 MAY 2003 I lb pay $ 7,500 - April 15, 2006 22 12. $20,000 JUNE 2003 $5,000 15t' 12a pay $ 7,500 - May 15, 2006 JUNE 2003 12b pay $ 7,500 - June 15, 2006 23 24 25 26 27 28 A - 1 SUPPORTING DOCUMENTS r, 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) 826-1438 City Council City of Vernon Honorable Members: 4305 SANTA FE AVEN UE, VERNON, CALIFUKNIA 90058 TELEPHONE (323) 583-8811 June 27, 2002 Oo/,/ Water Police Chief FAX: (323) 826-1481 Staff is advising that an agreement by and between the City of Vernon and the Law Offices of David B. Brearley for consulting services be entered into to include, but not limited to, utility matters. This has been reviewed by the Director of Utilities and the City Attorney and it is hereby recommended that the agreement be approved and executed. BVM/gm Very truly yours, Bruce V. Malkenhorst City Administrator/City Clerk �Qni�yn�n� 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) 826-1438 CITY HALL 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (323) 583-8811 July 3, 2002 Vernon City Council CITY OF VERNON 4305 Santa Fe Avenue Vernon, California 90058 EDUARDO OLIVO City Attorney FAX: (562) 869-1883 KEVIN WILSON Director of Community Services & Water FAX: (323) 826-1435 KENNETH J. DeDARIO Director of Municipal Utilities FAX: (323) 826-1425 STEVEN E. PARKER Fire Chief FAX: (323) 826-1407 Re: Legal Consulting Services Agreement by and between the City Council and the Law Offices of David B. Brearley Dear Vernon City Council: BRUCE W. OLSON Police Chief FAX: (323) 826-1481 At the City Council meeting on June 19, 2002, the City Council directed me to enter into negotiations in connection with legal consulting services agreement between the City and the Law Offices of David B. Brearley. I have now completed negotiations with Mr. Brearley in connection with such agreement and have submitted a proposed agreement for your review and consideration. As you know, the Utilities Department is facing significant issues relating to various FERC proceedings and other issues that continue to require expertise and institutional knowledge. I believe that Mr. Brearley's services can be best utilized in this area. Based upon Mr. Brearley's past performance and the expertise that he brings to the City on these matters, I believe that the agreement terms are fair and reasonable. Therefore, I recommend that the agreement be approved. As you know, the City Administrator has disqualified himself from participating in the negotiation of the contract. Therefore, pursuant to your prior direction, I have negotiated directly with Mr. Brearley and am submitting this document directly to you for your consideration. In that regard, I will request that the City Administrator recuse himself from any participation during the discussion of this matter at the City Council meeting this evening. Sincerely, Eduardo Olivo City Attorney