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Resolution No. 93080 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 RESOLUTION NO. 9308 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON AMENDING RESOLUTION NO. 8947 AND AUTHORIZING PAYMENT TO LATHAM & WATKINS .LLP ON BEHALF OF ERIC T. FRESCH WHEREAS, on January 18, 2006, the City Council of the City of Vernon adopted Resolution No. 8947 ratifying the employment of the law firm of Arnold & Porter LLP for the purpose of representing Eric T. Fresch in all matters in connection with and in all phases of a cross complaint filed against the City of Vernon and Leonis C. Malburg, Thomas A. Ybarra, Hilario Gonzales, William Davis, Eric T. Fresch and Bruce V. Malkenhorst, Sr., individually, in LASC Case No. BC 331516 (the "Lawsuit"); and WHEREAS, on November 9, 2005, the City Council of the City of Vernon adopted Resolution No. 8895 indemnifying, holding harmless and authorizing the defense of Eric T. Fresch ("Fresch") in the Lawsuit; and WHEREAS, Fresch has replaced the law firm of Arnold & Porter LLP with the firm of Latham & Watkins LLC for the purpose of representing him in the Lawsuit regarding any act, failure to act, or omission in the performance of his duties and responsibilities as the former City Attorney of the City of Vernon; and WHEREAS, the City Council of the City of Vernon desires to amend Resolution No. 8947 to approve the employment of Latham & Watkins LLC for representation of Fresch in the Lawsuit and authorize payment for his defense. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: 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 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 and authorizes the expenditure of General Fund monies to pay the attorney's fees of Latham & Watkins LLC in the Lawsuit and approves the employment of Latham & Watkins LLC for the purpose of representing Fresch in all matters in connection with and in all phases of the Lawsuit. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed. SECTION 4: 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 7th day of May, 2007. (ATTEST: UELA GI , City Clerk HILARIO GONZALES,. - - 2 - r r f 1 STATE OF CALIFORNIA ) 2 ) ss COUNTY OF LOS ANGELES ) 3 4 I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby 5 certify that the foregoing Resolution, being Resolution No. 9308, was 6 duly adopted by the City Council of the City of Vernon at a regular 7 meeting of the City Council duly held on Monday, May 7, 2007, and 8 thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of 9 Vernon. 10 11 MANUELA ROW City Clerk 12 13 (SEAL) 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 - 3 - SUPPORTING DOCUMENTS 1y ( t t p Ito ' 4 d OFFICE OF THE CITY ATTORNEY Jeff A. Harrison, City Attorney 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Fax (323) 826-1438 PRIVILEGED AND CONFIDENTIAL THIS MATERIAL IS SUBJECT TO THE ATTORNEY -CLIENT AND/OR THE ATTORNEY WORK PRODUCT PRIVILEGES. DO NOT DISCLOSE THE CONTENTS HEREOF. DO NOT FILE WITH PUBLICLY ACCESSIBLE RECORDS. May 7, 2007 Russell F. Sauer, Jr., Esq. Latham & Watkins LLP 633 W. Fifth St., Suite 4000 Los Angeles, CA 90071-2007 Re: Representation of Eric T. Fresch in Connection with Olivo Litigation Dear Mr. Sauer: Enclosed please find a signed copy of the above -referenced representation letter. Payments have been authorized by Resolution No. 9308. If you have any questions, please contact me. VeryL urs, ty JH:jl Enclosure cc: Nelly Giron, City Clerk (copy)- E wfusiveCy Industrial 633 West Fifth Street, Suite 4000 ' Los Angeles, California 90071-2007 Tel: +213.485.1234 Fax: +213.891.8763 www.iw.com LATHAM&WATKI NSLLP May 1, 2007 ATTORNEY -CLIENT PRIVILEGED Eric T. Fresch, Esq. City Administrator City of Vernon c/o Jeffrey Harrison, Esq. City Attorney 4305 Santa Fe Avenue Vernon, CA 90058 FIRM / AFFILIATE OFFICES Barcelona New Jersey Brussels New York Chicago Northern Virginia Frankfurt Orange County Hamburg Paris Hong Kong San Diego London San Francisco Los Angeles Shanghai Madrid Silicon Valley Milan Singapore Moscow Tokyo Munich Washington, D.C. Re: Representation in Connection with Olivo Litigation Dear Mr. Fresch: We are pleased to welcome you as a client of Latham & Watkins (sometimes "L&W "). This letter will confirm our discussions regarding your engagement of our firm. Although we do not wish to be formalistic, we always believe it is in everyone's best interest to carefully and clearly memorialize the fee arrangements between Latham & Watkins (sometimes "L&W") and its clients. In addition, California Business and Professions Code Section 6148(a) requires fee agreements between attorneys and their non -corporate clients for matters that are estimated to exceed $1,000 in billings to be in writing and to specify (1) the hourly rate and other standard rates, fees and charges applicable to the representation, (2) the general nature of the legal services to be provided to the client, and (3) the respective responsibilities of the attorney and client as to the performance of the contract. These issues are discussed below. 1. Ley,al Services. We appreciate the opportunity to serve you. Our goals are to provide you with legal services of the highest quality and efficiency and to help you accomplish your business objectives. Our relationship on this engagement should begin with a mutual understanding of expectations and should continue with full and candid communications between us Eric T. Fresch, Esq. May 1, 2007 Page 2 LATHAM&WATKINS«P throughout the course of our representation. Please let me know promptly if you have questions at any time regarding any aspect of our firm's work for you. You have asked us to represent you in connection with certain litigation between the City of Vernon and Mr. Eduardo Olivo pending in the Los Angeles Superior Court, including, for example, representing you in connection with any testimony you may be compelled or requested to provide. It is our understanding that although you were a named as a cross -defendant in this litigation at one point in time, you have since been dismissed from the case. The scope of our work may evolve in accordance with discussions or correspondence with you from time to time. To the extent that additional services are requested by you and agreed upon by us, the terms in this letter will apply to such additional services, unless superseded by another written agreement between us. Our representation will be deemed concluded when we have completed the services contemplated by this agreement. Enclosed for your information as Appendix A is a copy of our disclosure policy. Unless you object, or circumstances suggest that disclosure of the attorney -client relationship should remain confidential, we may disclose to others the fact that you are our client. 2. Persons Responsible. Within our firm, I will be primarily responsible for this engagement. My direct dial number here at the office is 213-891-8244. There may be occasions when your interests would be best served by involving other attorneys or paralegals within our firm. We will advise you of proposed staffing assignments involving other attorneys or paralegals and will work with you to decide on the staffing most appropriate to meet your needs and expectations. We have adopted a Statement to Clients Regarding Staffing and Billing, in which we set out our policies regarding staffing and also express our commitments to you regarding billing practices and procedures. A copy of the Statement is attached to this letter as Appendix B. Please let me know promptly if any questions arise about the services provided to you by anyone at our firm, or about any billing that you receive from us, so that we can act appropriately. In addition, if you need to talk to an attorney other than me about any matter for any reason, please do not hesitate to call Andy Lundberg, who is the Chair of our Litigation Department here in Los Angeles. His direct dial number is 213-891-8248. Eric T. Fresch, Esq. May t, 2007 Page 3 LATHAM&WATKINS«P 3. Rates, Fees and CharlZes. Our fees are based primarily on the amount of time spent by our lawyers and paralegals on our client's behalf. Each lawyer and paralegal in our firm has an hourly billing rate, and the rate times the number of hours spent, measured in tenths of an hour, will be the initial basis for determining our fee. In general, our attorneys' billing rates applicable to engagements are in accordance with a graduated rate structure which depends upon the seniority and expertise of the attorney involved. My hourly rate for 2007 is $695 per hour. In addition to fees, you agree to pay for disbursements and other charges, as set out in detail in the attached Statement to Clients Regarding Staffing and Billing (Appendix B). It is important that you understand our charges. We will act reasonably and prudently in incurring them. We intend to provide statements to you on a monthly basis. They will show our time logged in tenth -of -an -hour increments and will separate fees from disbursements and other charges. Payment of our statements is due promptly upon receipt. Our rates are based on our receiving payment within 30 days. Our billing rates and charges are usually revised annually, but we reserve the right to revise them at other times during the course of our representation. Following any such revision, our new rates and charges will be applied to your account, and this letter constitutes written notice to you of our right to make such revisions. You agree that if you fail to pay our monthly statements in a timely fashion, L&W shall have the sole and unilateral right to withdraw as counsel in this matter and from representing you in connection with the above -referenced litigation. You also agree to cooperate with L&W in its efforts to withdraw as counsel and to not oppose L&W`s withdrawal except on the grounds that you have complied fully with the terms of this agreement. Finally, you acknowledge that if L&W withdraws as counsel in the litigation, you agree that such withdrawal does not in any way relieve you of your obligation to pay all of the amounts due L&W under this agreement and for invoices subsequently rendered for services provided. The fees and charges we bill to you are your responsibility whether or not a third party has agreed to pay them. We understand that the City of Vernon has agreed to pay part or all of the fees and charges that are incurred on your behalf. We want to assure you in this regard that there will be no interference with our independence of professional judgment or with the attorney -client relationship. We also want to assure you that we will, as required by our ethical duties, maintain all privileged and confidential information. By this letter, you consent to a third party paying part or all of our fees and charges. You also agree that should such third party pay less than the amounts we have billed to you, you will pay us our actual fees and charges even though the third party may have paid less. Additional information about our billing practices appears in Appendix B. Please read it in its entirety, for it is part of our understanding with you. Eric T. Fresch, Esq. May 1, 2007 Page 4 LATHAM&WATKINSLLP 4. Roles of Attorney and Client. Our responsibilities under this agreement are to provide legal counsel and assistance to you in accordance with this letter, and to provide statements to you that clearly state the basis for our fees and charges. During the course of this engagement, we may express opinions or beliefs to you about the effectiveness of various courses of action or about the results that might be anticipated. Such statements are expressions of opinion only, and should not be construed as promises or guaranties. We hope you will be clear and complete in its communications with us and will extend your reasonable assistance and cooperation to us. You also agrees to keep us informed of developments related to this representation and to pay our statements in a timely manner. We take very seriously the obligations of confidentiality that we owe to you and to every other client of the firm. Naturally we will not disclose any confidential information of yours to any other client, even where that information might have some bearing on their interests. Likewise, we will not disclose the confidences of any other client to you, even where that information might have some bearing on your interests, and you agree that we are under no obligation to do so. 5. Client Files and Retention In the course of our representing you, we shall maintain a file. In such file we may place correspondence, pleadings, deposition transcripts, exhibits, physical evidence, expert's reports, and other items reasonably necessary to your representation ("Client File"). The Client File shall be and remain your property. We may also place in such file documents containing our attorney work product, mental impressions or notes ("Work Product"). You agree that the Work Product shall be and remain our property. At the conclusion of our representation (which shall be defined as the time that our work on the project specified in this letter has been completed), your Client File (but not including the Work Product) shall be made available to you, and you shall have the right to take possession of the original file as your property. We will be entitled to make copies if we choose. You also agree at the conclusion of your representation (whether or not you take possession of the Client File) to take possession of any and all original contracts, wills, stockholders certificates, and other such important documents that may be in the Client File and we shall have no further responsibility with regard to such documents. If you do not take possession of the Client File at the conclusion of the representation, we shall store such file for a period of seven (7) years. During the entire time that we store the Client File for you, you shall have the right to take possession of it at any time that it chooses. At the conclusion of such seven (7) year period, we shall send you a notice by First Class or equivalent mail to the last address that you has provided us advising of our intention to dispose of the Client File. You shall have sixty (60) days from the date of such Eric T. Fresch, Esq. May 1, 2007 Page 5 LATHAM&WATKINS«p notice to take possession of the Client File. If you do not take possession of the Client File during such time, you agree that we may dispose the Client File without further notice. 6. Advance Waiver of Conflicts We also note, that Latham & Watkins is an international law firm with numerous attorneys and offices in many countries and that we practice in many diverse areas of law. In particular, we frequently represent clients before agencies and municipalities throughout California on various matters. We hope you understand that both our own prudent business conduct, and the interests of our other clients, call for us to seek to retain the ability to take unrelated matters for all of our clients. We thus frequently ask our clients, and we are asking you in connection with this engagement, to consent in advance to our acceptance of future matters (including litigation matters) adverse to you, provided that those matters are not substantially related to the work that we have done for you on this matter or substantially related to any other matter on which we have represented you. Thus, for example, you are agreeing that we would be able to take a new lawsuit or transactional matter for any client, adverse to you, at the same time that we are representing you in this matter, so long as the adverse matter is not substantially related to the work we have done for you. In addition, we are asking that you consent to Latham & Watkins' undertaking unrelated matters for any party to whom you are adverse in one or more of the matters we may handle for you from time to time. As one example, if you engage us to represent you in a lawsuit against an entity, such as an insurance company, we would be able to represent such entity on any matter unrelated to our work for you. Because you are consenting only to our taking matters unrelated to anything we have handled for you, we will not have obtained any confidential information from you that would be pertinent to any matter on which we will be representing these other clients. Nevertheless, we take very seriously our obligations to maintain the confidentiality of information we receive from all of our clients, including you and any other clients covered by this consent. Accordingly, we will continue to maintain the confidences of both you and our other clients. We will of course obtain reciprocal agreements from other affected clients to protect your confidences. You should feel completely free to consult other counsel concerning these matters and we encourage you to do so. By signing and returning this agreement, you are agreeing to the conflict waiver issues addressed in this section. 7. Arbitration of Disputes. Any controversy or claim arising out of or relating to the client relationship between you (the "Client Arbitration Party") and Latham & Watkins, its attorneys and staff or any of their successors (the "Latham Arbitration Parties") or the services provided by the Latham Arbitration Parties pursuant to this engagement letter or otherwise to the Client Arbitration Party shall be Eric T. FrescN Esq. May 1, 2007 Page 6 LATHAM&WATKINS«o submitted to binding arbitration. By agreeing to arbitrate, you are agreeing to waive your right to a jury trial. The arbitration will be conducted in accordance with this document, the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, as in effect on the date of this engagement letter ("AAA Rules"). In the event of a conflict, the provisions of the AAA Rules will control, except where those Rules conflict with this document, in which case this document will control. The arbitration shall be conducted before a panel of three arbitrators (all of whom shall be former state or federal judges, with at least five years judicial experience), regardless of the size of the dispute, to be selected as provided in the AAA Rules. The arbitration shall be commenced and held in Los Angeles, California. Any issue concerning the location of the arbitration, the extent to which any dispute is subject to arbitration, the applicability, interpretation, or enforceability of these procedures, including any contention that all or part of these procedures are invalid or unenforceable, and any discovery disputes, shall be resolved by all of the arbitrators. No potential arbitrator may serve on the panel unless he or she has agreed in writing to be bound by these procedures. To the extent state law is applicable, the arbitrators shall apply the substantive law of the state of California, regardless of its rules on conflicts of laws. Each party will, upon the written request of the other party, promptly provide the other with copies of all documents on which the producing party may rely in support of or in opposition to any claim or defense and a report of any expert whom the producing party may call as a witness in the arbitration hearing. At the request of a party, and upon the showing of good cause, the arbitrators shall have the discretion to order production by the other party or by a third party of other documents relevant to any claim or defense. Each party will be entitled to depose a maximum of three witnesses, plus all experts designated to be witnesses at the arbitration. The depositions shall be held within thirty (30) days of the making of a request and shall be limited to a maximum of six hours per deposition. All objections are reserved for the arbitration hearing, except for objections based on privilege and proprietary or confidential information. Additional depositions or deposition hours may be ordered by the arbitrators upon a showing of good cause. All aspects of the arbitration shall be treated as confidential and neither the parties nor the arbitrators may disclose the existence, content or results of the arbitration, except as necessary to comply with legal or regulatory requirements. Before making any such disclosure, a party shall give written notice to all other parties and shall afford such parties a reasonable opportunity to protect their interests. The result of the arbitration shall be binding on the parties and judgment on the arbitrators' award may be entered in any court having jurisdiction. 8. Limited Liability Partnership. Latham& Watkins LLP is a limited liability partnership (LLP). Similar to the corporate form of business organization, the LLP form generally limits the liability of the individual partners of the firm to the capital they have invested in the firm for claims arising from services performed by the firm. The LLP format has become the norm for U.S.-based law firms. Our form of organization as an LLP will not diminish the ability of plaintiffs to recover damages from the firm or from any individuals who directly caused the loss. Because of legal restrictions in those countries, work done out of our offices in England, France, and Italy will be carried out through affiliated partnerships registered locally, but the distinction will be largely transparent to you as a client. ENc T. Fresch, Esq. May 1, 2007 Page 7 LATHAM&WATK1NSLLP 9. Reportable Transactions You acknowledge that, under certain circumstances, L&W may be required to maintain certain information about our representation, including client identification information, in compliance with applicable Treasury Regulations, and to supply such information to the IRS upon lawful demand. You agree that compliance with these requirements will not, in and of itself, be deemed to constitute a continuing attorney -client relationship. 10. Approval and Return of Letter If this letter meets with your approval, please sign and return the enclosed copy. We will begin our work promptly upon our receipt of that signed copy and the advance. We look forward to working with you. Very truly yours, Sauer, Jr. LATHAM & WATKINS LLP Attachments Approval oval of Engagement_. BY SIGNING THE RETAINER AGREEMENT, YOU ARE AGREEING TO HAVE ANY ISSUE ARISING OUT OF OR RELATING TO OUR SERVICES (INCLUDING ANY CLAIM FOR PROFESSIONAL LIABILITY) DECIDED IN ARBITRATION AND YOU ARE GIVING UP YOUR RIGHT TO A JURY OR COURT TRIAL. SEE THE ARBITRATION PROVISION IN SECTION 7 ABOVE. I have read the enclosed letter and I agree to its terms, effective as of the date on which Latham & Watkins first provided services to me on this engagement. Date: May ' , 2007. Eric T. Fresch Eric T. Fresch, Esq. May 1, 2007 Page 8 LATHAM&WATKI NS«P APPENDIX A TO ERIC T. FRESCH REPRESENTATION LETTER DATED May 1, 2007 NOTICE TO CLIENTS A recently enacted federal law, the Gramm -Leach -Bliley Act, requires that financial institutions inform customers about their policies for collecting and disclosing nonpublic personal information that is obtained from clients who use financial services for personal, family or household purposes. Latham & Watkins has always followed a policy of protecting the confidentiality of information furnished to us by clients. These policies are explained below. Information We Collect In order to provide legal services to our clients, we may obtain nonpublic personal information about them in the following ways: • From the information furnished when individuals become clients. For example, new clients furnish their name, address and other information. • From the information furnished by clients in connection with providing legal services. For example, clients needing assistance with tax preparation services provide financial information. • From the information in client accounts. For example, these accounts show bills for legal services and balances due. • From information furnished by third parties. For example, we may obtain information about clients from a financial institution. This information is obtained with the client's knowledge and consent. Information We Disclose We do not disclose any of the information described above regarding our current or former clients to third parties unless the client consents or unless it is required by law. For example, a court may require us to disclose certain information. Under those circumstances, we consult with the client about how to respond to such a requirement. Confidentiality and Security We restrict access to nonpublic personal information about our clients to those employees who need to know that information to provide products or services to them. We maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard clients' nonpublic personal information. Eric T. Fresch, Esq. May 1, 2007 Page 9 LATHAMaWATKINS«P APPENDIX B TO ERIC T. FRESCH REPRESENTATION LETTER DATED MAY 1, 2007 STATEMENT TO CLIENTS RE: STAFFING AND BILLING The following is the firm's standard policy statement regarding staffing and billing: Our goals are to provide first-rate legal services at a fair and reasonable price and to develop client relationships based on mutual respect, confidence and trust. To accomplish these goals, we believe there should be open and candid discussions about our clients' expectations and about our billing procedures and practices. While these conversations should occur when we are first retained, we also expect our clients to be fully involved in staffing, strategy and cost decisions throughout the course of our representation. With that in mind, we wish to share with you our philosophy and our procedures. Staffing When we are first retained on a matter, we will want to have a full discussion regarding your expectations, your objectives and your cost considerations. At the same time, we will advise you of our proposed staffing assignments. While we have a lean staffing philosophy, there are occasions when we will use additional personnel for discrete tasks or when a matter's size or time demands require greater staffing. While our goal is to staff matters with maximum efficiency and minimum cost in mind, we also want to be able to meet your needs and expectations. We recognize that our clients do not view every matter as a "bet the company case"; however, we also understand that there are often small matters that are extremely important to your company. Accordingly, it is important that we jointly arrive at a "game plan" for each matter at the outset. We intend to keep you apprised of developments throughout our representation and to discuss with you whether the "game plan" needs adjustment. We will also talk to you before we begin any major project or incur any large expense. Once approved however, we expect to be compensated for those services or costs. If requested, we are prepared to give estimates or establish budgets for matters. Those estimates or budgets would identify the work we jointly believe needs to be done and the anticipated costs. Obviously, those figures may need to be adjusted upwards or downwards as changes occur. To be workable, budgets need to be realistic from both of our standpoints. It would be foolhardy to establish an unrealistically low budget that fails to take into account anticipated discovery, likely due diligence or other such items. On the other hand, a budget that is set artificially high promotes waste and inefficiency. Another essential ingredient of any budget is the help we can expect to receive from your staff. To the extent that company personnel can be utilized to assist in the gathering of information or the assimilation of materials, savings can occur. Eric T. Fresch, Esq. May 1, 2007 Page 10 LATHAM&WATKINSLLP • We understand that some clients desire to restrict the number of lawyers who attend meetings, depositions and court appearances. In our view, it is often not only helpful, but necessary to have more than one attorney or paralegal in attendance. We will talk to you about this issue in the context of your particular matter. In sum, our goal is to address your needs with maximum efficiency. We believe our representation should be a team effort and that each of us should be fully involved in the important decisions along the way. We want to know when you are unhappy with the progress of a matter or the way in which it is being handled. Likewise, we want to feel free to tell you if your personnel are not fulfilling their responsibilities or if we feel we are receiving inconsistent directions. Billing Matters We bill monthly and our rates are based on receiving payment within thirty days. While we are agreeable to longer payment terms if necessary, we believe that our rates should be adjusted in that event. Our experience, however, indicates that prompt billing and prompt payment enhances the working relationship. While some clients do not require great detail in their billing statements, others request fuller descriptions of our services. We are generally able to meet most demands and are happy to provide the bill in the format that is most helpful to you. • We log time in six -minute increments (1I10 of an hour), and we attempt to segregate our time by discrete tasks where possible. Our attorneys are asked to provide ample descriptions on their time records. • Our attorneys and paralegals charge for travel time. Obviously, if an attorney works on another client matter while traveling for you, you will not be charged for that time. • We occasionally write off time before sending you a bill when the billing attorney believes our efforts were inefficient or duplicative. On the other hand, we will never "bonus bill" you on a matter without prior discussion with you. Other Charges • Our personnel are instructed to be reasonable and prudent in dealing with client reimbursable expenses. We recognize that other charges can often become a major cost factor in a matter, and we recognize our obligation to help you control them. We will discuss any major expense with you before it is incurred, and we would prefer that any expense over $1,500 be billed directly to you. • When our personnel travel, we utilize coach class for flights within the country in which the traveler resides unless the client has authorized business or first-class travel or the reimbursement of purchased upgrade coupons. Generally, we utilize business -class for Eric T. Fresch, Esq. May 1, 2007 Page 11 LATHAM$WATKINS«P international flights in excess of four hours with the exception of some shorter flights in central Europe where the combination of competitive business fares, congested coach class security lines, and local custom often make business class a more efficient option. Based on dollar volume and market -share performance, we have negotiated incentive discounts for certain air, rail and hotel rates. The entire value of these incentives is passed on to our clients in the form of time -of -ticketing discounts on air and rail fares and discounted hotel room rates. The discount levels may vary from year-to-year based on volume and market -share performance. Through a third -party travel management company, in-house travel services are provided for our U.S. offices for the convenience and confidentiality of our personnel and clients. A ticketing fee of $30 will be charged for fares up to $300 (generally rail and shuttle fares) and $75 will be charged for fares over $300. There are no additional charges for changes to reservations or for reimbursement of unused tickets. Our offices located in Europe and Asia employ the services of off -site travel agencies. The actual cost of travel, reflecting all discounts we receive and a transaction fee, is charged to clients. Clients will be responsible to reimburse us for only reasonable lodging, meal and incidental travel costs. • We bill for overtime secretarial costs at $60 an hour plus a meal allowance ($80 an hour for double time), only if your specific demands require late night work. We may also charge for late night transportation for staff members, where dictated by safety reasons. We maintain an on -site photocopying service for convenience and confidentiality reasons. Our current charge for copies is 17 cents per page. We are willing to send documents out to an outside service with your consent. We also have an on -site fax service, and our current charge is $1.25 per page for out oin documents only. We do not charge for the telephone time or domestic long distance costs in addition to the per -page charge. We charge 25 cents per page to scan documents to electronic databases. • Our Lexis computerized legal research time is billed at 90% of the standard Lexis charge rate. All other computerized legal research time is billed at our actual (and volume discounted) cost times 1.25 to cover our direct and indirect costs. • We do not charge for office supplies unless we have to purchase an inordinate amount of materials for a trial or large transaction. If so, we charge our actual costs. • We have large volume discounts with all major courier and air freight services. We pass along our discounted rates to our clients; however, we multiply those costs by 1.10 to cover our direct and indirect costs. We do not charge for regular first class mail except in instances of high volume in which case we charge only our cost. • Variable long distance phone charges, made from our domestic offices, are billed at AT&T standard rates without a mark-up. We are billed by AT&T at a volume discounted rate and the difference from the standard rate and our rate is used to cover our administrative and fixed operating costs. We do not bill for local telephone charges. Credit card calls are charged at 1.25 times our discounted cost. Charges made from our Eric T. Fresch, Esq. May 1, 2007 Page 12 LATHAM&WATKINStLp international offices may vary from our domestic offices. If charges from international offices are expected we will be happy to provide the specific rates for the applicable office upon request. To serve the needs of many of our clients, we have established extensive word processing capability. Our rates do not include the cost of these services since we believe they should be allocated to actual users. We charge $60 an hour for this service ($80 an hour for double time). With our computer capability, we are also able to do the printing of most briefs and transactional documents at far less cost than most financial printers, and we will discuss the charges for these services with you in advance. • Our general disbursement policy is to be client specific and matter specific so as not to penalize all clients with higher rates. We understand, however, that some clients would prefer to eliminate some or all the other charges discussed above, and they would accept a slightly higher billing rate instead. We are willing to discuss such arrangements and to tailor a billing proposal that meets each client's individual requests. CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: May 14, 2007 TO: Sharon Duckworth, City Treasurer FROM: Nelly Giron, City Clerk RE: Resolution No. 9308 - A Resolution of the City Council of the City of Vernon Amending Resolution No. 8947 and Authorizing Payment to Latham & Watkins LLP on Behalf of Eric T. Fresch Transmitted herewith is a copy of Resolution No. 9308, referenced above, which was approved by City Council on May 7, 2007. Thank you. NG:dr c: Resolution No. 9308