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Resolution No. 94601 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. 9460 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND GREER/DAILEY/MINTER FOR CONSULTING SERVICES WHEREAS, the City of Vernon ("City") desires to retain the services of a consultant to provide, among other things, community outreach and communications services; and WHEREAS, the City has determined that Greer/Dailey/Minter ("Greer"), a public affairs consulting firm, possesses the technical_, knowledge and expertise to furnish the services required by the City; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Greer setting forth the terms and conditions for the performance of the community outreach and communications services to enhance services provided to the Vernon community. 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 Letter Agreement with Greer in conformance with their proposal. 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 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the Letter Agreement with Greer for, and on behalf of, the City of Vernon and the City Clerk is hereby authorized to attest thereto. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or her designee, to give one fully executed Agreement to: Greer/Dailey/Minter Attn. Sydney Dailey, President 445 S. Figueroa St., Suite 2500 Los Angeles, CA 90071 SECTION 5: The City Council of the City of Vernon hereby authorizes the City Administrator, or his designee, to make whatever nonsubstantive, administrative and/or text changes, upon advice of counsel, to the Letter Agreement. SECTION 6: 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 6th day of November, 2007. ATTEST: _. MANtELA GIRON, Ci. y Clerk Cp �� Name: Leonis C. Malburg Title: Mayor - 2 - 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 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9460, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, November 6, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. (SEAL) MANUELA GIRO , City Clerk - 3 - Ea"'T".0m. 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 November 21, 2007 VIA U.S. MAIL Neeraj Arora, Esq. Latham & Watkins, LLP 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 Re: Greer/Dailey/Minter Dear Neeraj: Enclosed please find an originally signed Consulting Agreement regarding the above -reference matter. If you have any questions, please contact me. Very truly yours, J A. rrison Ci Attorney JH:em Enclosures cc: Ms. Nelly Giron, City Clerk (w/ original) F�cCusiveCy IndustfiaC L&W DRAFT 11120107 CONFIDENTIAL Consultim! Agreement This Consulting Agreement ("Agreement"), dated as of November 1, 2007 (the "Effective Date"), is made between the City of Vernon, with offices located at 4305 Santa Fe Avenue, Vernon, CA 90058 (the "City"), and Greer Dailey Minter, located at 445 South Figueroa St. #2500, Los Angeles, CA, 90071 ("GDM", and, together with the City, the "Parties"), to cover the provision of public consulting services by GDM to the City. Services. 1.1. Effective Date and Term. This Agreement shall be effective as of the Effective Date. The City shall retain the services of GDM on a month -to -month basis for the term required to complete the Services (as defined below) unless such arrangement is terminated earlier as herein provided. 1.2. Scope of Services. GDM shall supply the professional services (the "Services") described in Schedule A attached hereto commencing as of the Effective Date. The Services may change over time as determined by the City. GDM agrees to diligently perform the Services for the term of this Agreement. 1.3. Conflicts. GDM shall be free to provide services to other companies during the term of this Agreement provided that it does not assume any obligations which are adverse to its work for the City. Prior to providing services that may be adverse to the City, GDM agrees to obtain the written consent of the City, which consent shall not be unreasonably withheld. 1.4. Subcontractors. With the prior written consent of the City, which consent may be provided in its sole and absolute discretion, GDM may retain third -party subcontractors to perform a portion of the Services ("Subcontractors"). The City acknowledges that GDM may not be able to provide certain of the Services without the assistance of Subcontractors. 2. Termination. Notwithstanding anything to the contrary herein, the City may terminate this Agreement, or any portion of the Services, at any time for convenience. In such event, GDM shall be paid by the City only for hours actually worked and material costs required to complete the Services actually performed and for documented expenses, including commitments to Subcontractors approved in advance by the City and incurred by GDM prior to the date of termination. Upon receipt of notice of termination, GDM shall immediately cease performing all of the Services hereunder, except those of the Services which the City requests in writing. The City shall have no liability hereunder to GDM after the date of such termination other than to pay for the Services provided prior to such termination date, except for those of the Services requested by the City in accordance with this Section 2. Compensation. 3.1. Retainer Fee. The City agrees to pay GDM a monthly retainer fee of $22,500, or a prorated portion thereof for any partial months. 3.2. Subcontractors. The City agrees to cover the costs incurred by GDM to hire Subcontractors to perform the Services; provided, that (i) GDM provides the City with a scope of work and estimate for such Services prior to such costs being incurred and the City approves such scope of work and estimate, (ii) the scope of such Services were accurately set forth in the scope of work provided to the City and (iii) the cost of such Services is not unforeseeable higher than that set forth in the scope of work and estimate provided to the City. For purposes of clarity, the scope of work and the estimates for work to be performed by Subcontractors set forth in Schedule A are sufficient for purposes of this Section 3.2. 3.3. Reimbursable Expenses. The City agrees to reimburse GDM for all reasonable direct out-of-pocket expenses incurred by GDM while performing the Services. Any single expense greater than $[1,000] must be pre -approved by the City in order to be eligible for reimbursement. For purposes of clarity, the phrase "single expense" in this context shall mean all expenses incurred for a single item or reasonably related to a single function. By way of example, all reimbursable travel expenses incurred for a single business trip would be considered a "single expense" for purposes of interpreting this section. 4. Invoices. 4.1. Delivery. GDM shall invoice the City by the 15t11 of the month for any of the Services performed during the previous month. The City shall remit payment within 30 days of receipt of such invoices. All invoices shall be identified as pertaining to this Agreement and shall be addressed to: The City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attn: Jeff Harrison, Esq. With Copies To: Latham & Watkins LLP 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 Attn: George Mihlsten, Esq. 4.2. Documentation. GDM shall submit all documentation reasonably required by the City to substantiate the invoices. In the case of any invoices reflecting the work of Subcontractors, GDM shall provide a breakdown of charges. The City is not bound to reimburse expenses for which receipts are not provided, including, without limitation, for any reimbursable expenses incurred by Subcontractors. 4.3. Records. GDM shall maintain all records pertaining to the Services for a period of two years following the termination hereof. The City or its authorized representatives may inspect such records at all reasonable times. 2 5. Confidentiality. 5.1. Confidential Information. "Confidential Information" shall include any information concerning the business or affairs of the City which GDM may acquire in the course of; or incidental to, the Services, regardless of the form in which it appears, or under which it is communicated, and shall include all copies or recordings thereof (whether or not made in accordance with this Agreement) and the content of such information, including but not limited to, all descriptions, economic data, computer programs (not including source code) and models and the results thereof. Confidential Information shall not include information which: (a) was known to GDM prior to the date of its disclosure pursuant to this Agreement and to which there is no existing obligation of confidentiality; (b) is or becomes generally available to the public other than through the act or omission of GDM; or (c) becomes available to GDM on a non -confidential basis from a source other than the City; provided, that such source is not bound by a confidentiality agreement with the City or otherwise prohibited from transmitting such Confidential Information to GDM by a contractual, legal or fiduciary obligation. 5.2. Confidentiality Obligations. In performing the Services for the City, GDM shall be required to maintain in strict confidence and, except as compelled by law, shall not disclose to any person, firm or corporation without the express written consent of the City, any Confidential Information. GDM may disclose Confidential Information to Subcontractors on a need -to -know basis; provided, that any such Subcontractors shall be informed in writing of and bound by the confidentiality obligations of this Section 5. 5.3. Return of Confidential Information. Upon termination of this Agreement, or the City's request, GDM shall promptly deliver to the City all documents, data, information, and other material which came into its possession by virtue of rendition of the Services and retain no copies thereof. 6. Proprietary Right to Disclose Information. GDM represents and warrants to the City that it has the proprietary right to disclose any information and material that it provides to the City, and that such information is not subject to any confidentiality agreement or any other contractual, legal or fiduciary obligation that would prohibit its disclosure to the City and that there is no contractual, legal or fiduciary obligations prohibiting GDM from performing the Services. 7. Independent Contractor. In performing under this Agreement, GDM shall act at all times as an independent contractor. GDM shall not make any commitment or incur any charge or expense in the name of the City. Neither this Agreement nor the performance of its obligations or duties thereunder shall ever result in GDM, or anyone employed by GDM, being or becoming (i) an employee, agent, servant or representative of the City or (ii) entitled to participate in any employee benefit program of the City, including without limitation, pension, accident insurance, workers' compensation or health, medical, life or disability insurance benefits or coverage. The City shall have no direction or control of GDM or its employees and agents except in the results to be obtained subject to the City's right to review or inspect the Services. The actual performance and superintendence of the Services shall be by GDM, but the Services shall meet the approval of the City. 8. Taxes. GDM shall be responsible for, and shall release and hold the City harmless from, the 3 reporting, filing, and payment of all federal, state and local taxes, duties, charges, or fees (and any related fines, penalties, or interest) imposed directly or indirectly on GDM as a result of performance of the Services. 9. Notices. All notices, reports, invoices and other communications required or permitted herein shall be deemed to have been properly given and delivered when delivered personally or sent by registered mail or facsimile with all charges fully prepaid and addressed to the Party at its address as follows: If to the City: The City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Fax: (323) 826-1438 Attn: Jeff Harrison, Esq. With Copies To: Latham & Watkins LLP 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071-2007 Fax: (213) 891-8763 Attn: George Mihlsten, Esq. If to GDM: Greer / Dailey / Minter 445 South Figueroa St., #2500 Los Angeles, CA' 90071 Fax: (213) 615-1616 Attn: Sydney Dailey Any notice, report, invoice or communication so mailed shall be deemed to be given and received by the addressee two days after mailing thereof excluding Saturdays, Sundays and business holidays observed by the addressee. Any notice, report, invoice or communication sent by facsimile or personally delivered shall be deemed given and received by the addressee when actually received by it within the normal working hours of a business day, or at the commencement of the next ensuing business day following transmission or delivery thereof, whichever is the earlier. 10. Release and Indemnity. GDM hereby releases the City from any and all liability, damage or injury to GDM or GDM's property arising out of any matter or thing, howsoever caused, except for matters arising out of the City's negligence or breach of any provisions of this Agreement. GDM covenants and agrees to indemnify and save the City and its representatives harmless from any and all liability that the City may suffer as a result of GDM's negligence or breach of any provisions of this Agreement, except for matters arising out of the City's negligence or breach of any provisions of this Agreement. 4 The City hereby releases GDM from any and all liability, damage or injury to the City or the City's property arising out of any matter or thing, howsoever caused, except for matters arising out of GDM's negligence or breach of any provisions of this Agreement. The City covenants and agrees to indemnify and save GDM and its representatives harmless from any and all liability that GDM may suffer as a result of the City's negligence or breach of any provisions of this Agreement, except for matters arising out of GDM's negligence or breach of any provisions of this Agreement. 11. Insurance. GDM shall secure and maintain during the term of this agreement Worker's Compensation and Employer's Liability insurance which shall fully comply with all applicable laws of the state or states GDM shall operate in and GDM shall obtain a policy of liability insurance to covers its indemnity obligation hereunder in an amount of, at least, $1,000,000 per occurrence. Additionally; all insurance policies of GDM, whether specifically required by this Agreement or not, shall be endorsed to waive subrogation against the City as respects all liabilities and indemnity obligations assumed by GDM. Any deductibles under any of GDM's policies on insurance shall be the responsibility of GDM 12. Assignment. The Parties' rights and obligations hereunder shall be personal and may not be transferred or assigned without the prior written consent of the other Party, which consent may be denied in the sole and absolute discretion of such Party. 13. Work for Hire. Any report or other document prepared for the City during the term of this Agreement shall be the property of the City. GDM agrees that the City has all rights to possession of, and all right, title and interest to, including all patent rights, copyright rights and the right to prepare and exploit derivative works, in the work products created while performing the Services in whatever form or medium captured, and in and to all physical and electronic materials. The City shall be the sole owner of all intellectual property rights in and with respect to such report or other document. To the fullest extent permitted by law, any copyrightable works included in GDM's provision of the Services hereunder shall be deemed works made for hire. GDM retains full ownership and rights to any of GDM's tools, including, without limitation, any existing databases that GDM utilizes in performance of the Services. 14. Survival. The obligations of GDM and the City set out in Sections 5 (Confidentiality), 6 (Proprietary Right to Disclose Information), 8 (Taxes), 10 (Release and Indemnity), 13 (Work for Mre),16 (Governing Law and Arbitration) and 18 (No Third Party Beneficiaries) shall survive the termination of this Agreement. 15. Force Majeure. Neither the City nor GDM shall be liable for any delay or damage caused as a result of a change of the laws or regulations of the jurisdiction in which the Services are to .be performed or by causes beyond the control of the Parties, and any delay due to a cause beyond the control of the Parties shall not be deemed to be a breach of or failure to perform this Agreement; provided, that lack of finances or the failure of a Subcontractor to perform for any reason other than a force majeure, as that term is defined herein, with respect to such Subcontractor shall not be regarded as a cause beyond the control of a Party. 16. Governing Law and Arbitration. The laws of the State of California shall govern the validity, construction, interpretation, and effect of this Agreement, excluding any choice of law rules 5 which would otherwise require the application of laws of any other jurisdiction, and notwithstanding that some services may be performed outside of California and/or the United States. Any dispute arising in connection with this Agreement shall be exclusively settled by arbitration in Los Angeles or Orange County, California, in accordance with the Arbitration Rules of the American Arbitration Association (the "Rules"), provided that the provisions of this paragraph shall prevail in the event of any conflict with such Rules. The arbitration panel shall render its decisions in writing and such written decisions and conclusions with respect to the disputes so settled shall be final and binding on the Parties to the arbitration proceeding, and confirmation and enforcement of the awards so rendered may be obtained and entered in any court having jurisdiction thereof. Each Party shall be responsible for its own attorney's fees and costs associated with any such arbitration. The Parties expressly agree to a waiver of jury in all such actions and shall not assert any right to a trial by jury on claims hereunder or related to the Services, it being expressly agreed that all such actions shall be tried exclusively in arbitration. 17. Construction of Agreement. Ambiguities or uncertainties in the wording of this Agreement shall not be construed for or against any Party either on account of such Party having drafted or provided any language in this Agreement or otherwise, and shall be construed in accordance with the fair meaning of this Agreement. 18. No Third Party Beneficiaries. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons, including Subcontractors, other than the Parties, including any rights of subrogation. 19. Titles. The titles to the Articles of this Agreement are solely for the convenience of the Parties and shall not be used to explain, modify, simplify or aid in the interpretation of the provisions of this Agreement. 20. Counterparts. This Agreement may be executed in counterparts, each of which is an original or copy, and all of which together constitute one and the same instrument. 0 SCHEDULE A SCOPE OF SERVICES G-,-.EER/DAILEY/MINZ ,R PUBLIC AFFAIRS CONSULTING OVERVIEW SERVICES Community Relations Government Affairs Communications Strategy and Materials SPECIALTIES . Advocacy Land Use, Siting and Permitting Environmental Affairs Crisis Communications With more than 25 years of experience in the public affairs arena, Greer/Dailey/Minter effectively manages sensitive challenges facing businesses and public agencies today. Greer/Dailey/Minter recognizes that there is no boilerplate method to problem solving. Instead, the firm brings to the table its principals' thorough familiarity with critical players in the political environment -- elected and regulatory officials, community leaders and the media -- and its expertise in understanding major issues impacting client operations, and then develops successful programs based on client needs. And, we deliver "wins" for our clients. COMMUNITY RELATIONS Every community is comprised of a variety of constituencies with disparate concerns and agendas, and many are increasingly sophisticated and aware of their influence. Armed with its unique experience and knowledge, Greer/Dailey/Minter assists businesses and public agencies in gaining a broad understanding of the communities in which they operate, in communicating effectively with a variety of audiences, and in building consensus. The firm is skilled at identifying key community players and determining critical issues. Strategies and tactics are designed to fit the areas of concern and character of each community. Targeted messages are crafted to reach individual audiences. Written and visual materials are created as well as direct mail communications, as needed. The result? Successful community relations reflecting the dynamics of the community and the priorities of our clients -- a winning combination! 445 S. Figueroa St. Suite 2500. Los Angeles, CA. 90071. 213-615-1616. 213-615-1625 POLITICAL ADVOCACY The Greer/Dailey/Minter lobbying team is experienced in helping clients manage issues requiring approvals of a city council, a county board of supervisors, a regional or state agency, or a special district. Additionally, we often represent clients in their effort to secure government or other public sector contracts. And we get results! Based on political relationships developed over the years, Greer/Dailey/Minter gathers political intelligence, creates winning strategies, and provides effective representation before government officials. We build community support, mobilize that support and leverage it within the political process. That's how we achieve wins for our clients! LAND USE SITING AND PERMITTING Proposed residential, industrial and commercial development projects often face daunting challenges -- "NiMBY-ism," neighborhood activists, negative news coverage and no -growth political sentiment. Today, any organized opposition stands a good chance of blocking positive action by a city council or other public agency. The Greer/Dailey/Minter team specializes in guiding land use and environmental siting permits through the political process. We also assist clients in staving off adverse governmental actions, such as cost prohibitive mitigation requirements. And, we have a strong track record in helping a project development team successfully secure permits and approvals. The firm approaches permitting challenges by developing a communications program that includes community outreach, coalition building, governmental relations and media liaison aimed at achieving client objectives within a realistic time frame. The result? Hundreds of supporters turned out at public hearings... balanced press coverage ... solid political support. COMMUNICATIONS Whether the challenge is site remediation and clean-up, the siting and permitting of sensitive facilities, creating and elevating a positive corporate profile, or managing a crisis -- the Greer/Dailey/Minter team specializes in turning around public sentiment. The firm's principals are experienced in working with community and environmental activists, elected officials, regulatory bodies and the media, and its principals have successfully guided many companies through critical communications challenges. Greer/Dailey/Minter provides strategic counsel on developing overall communications plans. And, the firm is skilled at preparing clients to deal with the media during a crisis -- including message development and intensive media training. 2 PRINCIPALS SYDNEY DAILEY President Sydney Dailey, with more than 20 years of experience in the public affairs arena, assists both private and public sector clients with a wide variety of community and government relations needs. Sydney's broad range of experience includes working to secure support for numerous real estate development projects, mobilizing support and helping to obtain permits for hazardous and medical waste recycling facilities, and building community and political support for energy -related projects in a variety of jurisdictions statewide. Before co-founding Greer/Dailey Inc. in 1993, Sydney served as group vice president directing the environmental communications practice of Braun Ketchum Public Relations, which she joined in 1983. Prior to that, Sydney worked at the Los Angeles Herald Examiner for three years. She received a bachelor's degree in English Literature from the University of California, Los Angeles. Sydney has served on the Capistrano Bay Community Services District Board, the Board of Directors of the Valley Development Forum, the Hollywood Chamber of Commerce Board, the Land Use Committee of the Valley Industry and Commerce Association and the Board of Directors of the Juniors of Social Service. GEORGE MINTER Executive Vice President George Minter has over 25 years of business and public affairs experience, specializing in business and political advocacy, energy and environmental affairs, community relations and communications strategy. He joined Greer/Dailey/Minter after serving as the director of public affairs for Southern California Gas, the nation's largest gas utility. George began his career as a political consultant, managing local, state and national political campaigns, and joining the Los Angeles -based firm, Zimmerman and Galanty. He soon moved into advertising and media production, handling both commercial and political clients with the firm Media Group. George entered the utility business as a political affairs manager for Southern California Gas, taking on responsibility for the company's public policy, legislative and community relations efforts, and later adding full management of the public affairs and communications activities for the gas utility and its related energy services. George is a Phi Beta Kappa and Honors graduate of the University of California at Berkeley. He has served as a member of several civic associations and boards of directors, including the Central City Association, Valley Industry and Commerce Assoc., Coro Foundation, Los Angeles Family Housing Corporation, California League of Conservation Voters, Pat Brown Institute of Public Affairs, Project Restore and the Center for the Study of Los Angeles. He was a founder of the Business Council for Sustainable Energy, a federal energy association, and is also a member of the Public Relations Society of America. 3 3M Ahmanson Land Company Air Products and Chemicals, Inc. Apple Valley Ranchos Water Co. Archstone-Smith Art Center College of Design AvalonBay Communities, Inc. BAPS Development, Inc. Barrington Plaza Ltd. Bel -Air Bay Club BHP Billiton Bond Companies BreitBurn Energy Corporation Brentwood School Brookfield Homes CA One Services, Inc. California High Speed Rail Authority California Trade & Commerce Agency California State University, Northridge Cedars -Sinai Health System Chevron Chicago Bridge & Iron Coast Federal College Health Enterprises Community Housing Foundation Community Redevelopment Agency, LA Consolidated Foundries, Inc. Crimson Resource Management Darling International DeVry Institutes DMJM Harris Engineering EKN Engineering Fifield Companies First American Communities Five Acres GNB Battery Technologies Gold Fields Mining Company Great Western Bank Gregg Artistic Homes GTO Development LLC Hard Rock America Harvard Westlake School House of Blues Concerts Homeplace Retirement Communities of America, Inc. Inglewood Cemetery JCC Homes J. Paul Getty Trust KENETECH Windpower Kidspace Children's Museum Kilroy Realty Corporation Kinder Morgan Energy Partners, L.P. KPMG Peat Marwick Landmark West School Lexi International Lockheed Corporation CLIENT LIST 1993 - 2007 Los Angeles Arboretum Foundation Los Angeles Export Terminal, Inc. M/A-COM, Inc. Madison Marquette Maefield Development Magellan Real Estate Maritime Coalition for Clean Air Marymount College Mesa Verde Development, Inc. National Environmental Consultants National Deferred Compensation, Inc. NBC NBC Universal NRG Energy, Inc. Oasis West Realty, LLC Olympic -Barrington Partners Pacific Pipeline System, Inc. Pacific Storage Partners PacificUs Real Estate Group Palmer Investments Park Water Company Phoenix House Port of Los Angeles PPM Energy Providence/St. Joseph Medical Center Public Storage Regent Properties RHC Communities Rolling Hills Preparatory School Rose Bowl Operating Company Safety-Kleen Santa Barbara Museum of Art Santa Paula Water Works, Ltd. Santa Anita Park Sears, Roebuck & Co. Shamrock Holdings Shell Oil Company South Bay Community Awareness & Emergency Response (CAER) Southern California Edison Stephen S. Wise Temple The Buckley School Thermal Combustion Innovators, Inc. Trammell Crow Company Trammell Crow Residential THUMS Long Beach Company - Tosco Corporation Universal Studios, Inc. Urbatec U.S. Filter Recovery Services, (CA), Inc. Walton Development Watson Land Company Washington Mutual York Long Point Associates Zaremba Group 2 REAL ESTATE DEVELOPMENT LAND USE SITING & PERMITTING Greer/Dailey/Minter has a strong track record of helping the development team meet permitting objectives by generating community and political support for the particular project - - whether it be a master -planned community, a neighborhood -sensitive commercial, residential or mixed -use project, or a Specific Plan governing an area containing numerous properties under multiple ownerships. The firm approaches real estate entitlement challenges by developing a strategically designed communications program that includes governmental relations, community outreach, media liaison, and coalition building and mobilization aimed at achieving corporate real estate development objectives within a realistic time frame. Key to successful permitting -- in particular if there is active opposition to a project -- is the development of a credible, solid base of grassroots and opinion leader supporters who can be mobilized, as needed, to bring pressure to bear on decision -makers. To generate that critical support, Greer/Dailey/Minter employs a variety of tools, including analysis and identification of potential allies, one-on-one briefings with key individuals, group presentations, highly targeted direct mail, internet communications, petition drives, special events and advertising, among many others. Depending on the situation, supporters are mobilized to lobby decision -makers, write letters - to -the -editor, attend public hearings, provide testimony, obtain endorsements from important organizations, provide third -party comment to the media, and serve as signatories to opinion editorials. A sampling of the many clients that the principals of Greer/Dailey/Minter have assisted in achieving desired results includes: The J. Paul Getty Trust Renovation and expansion of the historic J. Paul Getty Museum in Pacific Palisades. Services: Provided strategic planning counsel and implemented a communications program to build and mobilize broad community support. Developed case materials and provided media relations support. Results: Full entitlements. 5 Trammell Crow Company Redevelopment of the former ABC Entertainment Center in the heart of Century City through construction of a new 790,000 square foot mixed -use commercial/retail building. Services: Provided community outreach and supporter recruitment and mobilization services. Developed and implemented a targeted direct mail campaign. Served as liaison to area building and construction trades, including Carpenters' Union. Served as liaison to more than 30 cultural organizations in search to identify an appropriate tenant for a cultural facility planned as a component of the new development. Result: Full entitlements with more than 400 supporters attending the final Los Angeles City Council public hearing. Trammel Crow Residential Development of the Alexan Pacific Concourse, a 450-unit upscale rental residential community located in Los Angeles County adjacent to the intersection of the 405 and 105 Freeways. Services: Provided community outreach and supporter recruitment and mobilization services. Developed and implemented a targeted direct mail campaign. Provided strategic planning, counseling and negotiated an agreement of support with the adjacent residential community that strongly opposed the project. Result: Unanimous vote for full entitlements by the LA County Regional Planning Commission and LA County Board of Supervisors n. Bond Companies Re -development of the old Little Joe's property in downtown Los Angeles to create a mixed -use, transit - oriented, in -fill project with 350 residential units, ground - floor retail, park and ride facility, cultural center and community space. Services: Provided community outreach and supporter recruitment and mobilization services. Developed and implemented a targeted endorsement campaign, garnering over 100 community endorsements in short period of time. Result: Unanimous vote in support of project by the Community Redevelopment Agency of Los Angeles. Kidspace Children's Museum Relocation and construction of a new museum in Pasadena's treasured Arroyo Seco Park. Services: Provided strategic planning counsel, communications materials, media relations assistance and supporter generation and mobilization. Result: Full entitlements despite significant opposition from area homeowners. Maefield Development Major hotel, retail, commercial office complex proposed for a nearly three -block area of the famed Sunset Strip in West Hollywood. Services: Provided community and media relations aimed at building community support. Developed case materials. Results: Full entitlements despite significant opposition from Los Angeles residents. 7 NBC Master Plan for NBC's 44-acre west coast studio, production and office facilities in Burbank. Services: Provided strategic planning counsel, case materials and community relations assistance. Result. Full entitlements for 1.7 million square -feet of development obtained in just 8 1/2 months. Broad community and political support with no opposition to this substantial development. Universal Studios, Inc. Conditional Use Permits for seven dining and entertainment venues serving alcoholic beverages at Universal CityWalk. Services: Strategic counsel, homeowner association Outreach, supporter mobilization. Result. Secured needed permits for all seven venues. Regent Properties/ Shamrock Holdings Zone change and other entitlements to permit development of a 30-acre business park in West Hills. Services: Providing strategic counsel, government relations, and community support generation and mobilization. Result. Full entitlements. Shamrock Holdings Development of 14 new sound stages and related support facilities to establish the Manhattan Beach Studios in this seaside community. Services: Strategic counsel, media relations and community outreach. Result. Full entitlements with broad community support. .11 Kilroy Realty Corp. The Westside Media Center, a commercial office building located at Olympic and Bundy, in Los Angeles. Services: Provided a full array of services including strategic counseling, government, media and community relations and development of informational materials. Result: Full entitlements with no community opposition. Regent Properties The Hollywood Marketplace, a residential, retail and restaurant project located at Sunset and Vine in Hollywood. Now know as Sunset + Vine. Services: Provided community, media and government relations as well as case materials development. Results: Full entitlements. Hard Rock America Conditional Use Permit to allow the sale of liquor at the Universal City location of a new Hard Rock Cafe. Services: Provided strategic counsel, materials development, community and political support generation. Result. Full entitlements. Ritter Park Associates A master -planned community, including 7,200 homes, in Palmdale. Services: Provided strategic counsel, community relations consulting, LAFCO government relations. Result. Full entitlements. 1 JMB/Urban Development Company/Blue Cross The Warner Center Specific Plan governing development within a 1,000-acre, mixed -use area in Woodland Hills, over a 20-year time frame. Services: Served as member of strategic counseling team comprised of representatives of the major property owners in the Plan area. Community outreach. Result: Specific Plan approved by Los Angeles City Council. Cedars -Sinai Medical Center A Master Plan to govern development on the medical campus over 20 years. Is located in a highly impacted area -- across the street from the Beverly Center, in Los Angeles. Services: Developed strategic communications program. Provided government, community and media relations. Result: Full entitlements. Phoenix House Residential drug abuse treatment facility for teens in a northeast San Fernando Valley residential area deeply opposed to project. Services: Developed and implemented all aspects of strategic plan including government, community and media relations. Result: Full entitlements. 10 ENVIRONMENTAUPETROCHEMICAL EXPERIENCE Greer/Dailey/Minter specializes in helping clients manage potentially controversial issues and projects that are environmentally sensitive and/or may be contentious politically. The firm's senior professionals have provided consulting assistance to the following companies, among others: o BHP Billiton-- Federal, state and local governmental relations to secure permits to construct and operate an LNG Floating Storage and Regasification Unit 21 miles offshore Ventura County. o Kinder Morgan Energy Partners, L.P. -- government relations, community outreach, and labor liaison to secure approvals for a variety of projects, including: -- Concord to Sacramento Pipeline -- Construction of a new 70-mile petroleum products pipeline in Northern California requiring discretionary approval from a multitude of state agencies and local jurisdictions. -- Carson Terminal Project -- Expansion of an existing petroleum products storage and transfer facility in the City of Carson. -- Carson to Norwalk Pipeline -- Construction of a new 13-mile pipeline through a portion of unincorporated Los Angeles County, as well as five incorporated cities. -- Watson Tank Farm Project -- Expansion of an existing pumping station located adjacent to an activist residential area in the City of Carson. o Pacific Pipeline System, Inc. -- government and community relations efforts aimed at obtaining approval from multiple counties and cities for this 130-mile crude oil pipeline. o THUMS Long Beach Company -- communications, outreach programs and crisis communications for the company operating the unique oil islands in Long Beach Harbor. o Texaco -- crisis communication and community relations assistance on a variety of issues for the company's Wilmington refinery. o M-70 Pipeline (Mobil Oil Corporation) -- community and media relations to build and mobilize support for this crude oil pipeline which required approvals from multiple jurisdictions. o Crimson Resource Management-- community and government relations related to pipeline and trucking permits. 11 o U.S. Filter Recovery Services (California), Inc. -- community and government relations assistance for the purpose of securing a Part B operating permit from the California Department of Toxic Substances Control for a liquid hazardous waste recycling facility. 0 Lockheed Corporation -- government and community relations programs aimed at obtaining City and regulatory agency permits for a major site remediation project. 0 Shell Oil Company -- community relations assistance related to the site of a former facility proposed for Superfund listing, as well as government relations relating to MTBE issues in Los Angeles County. 0 3M-- communications and community outreach programs related to Southern California_ site investigation and remediation programs. o GNB Battery Technologies -- community relations and permitting assistance for this Vernon -based lead acid battery recycling facility. o Safety-Kleen -- community and government outreach programs related to permitting at two facilities belonging to this international hazardous waste recycler. 0 Mine Reclamation Corporation/BFI -- communications program for the Eagle Mountain waste -by -rail project. o Southwestern Portland Cement -- community and government outreach associated with air quality issues at facilities in California and Colorado. o Texaco, ARCO, Oryx and Mission Energy -- implementation of media and government relations programs for various cogeneration projects. o Tosco -- Community and government outreach related to facilities in Wilmington and Torrance. 12 TWO NEW A E �J, A NEW AND A BROAD NEW SET OF GREER DA DAILEY 445 SOUTH FIGUEROA STREET • SUITE 2500 • LOS ANGELES CA 90071 • TEL 213.615.161 SYDNEY@GREERDAILEY.COM • JOAN@GREERDAILEY.COM • RENEE@GREERDAILEY.COM • GEOR 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 Via FedEx November 4, 2009 Ms. Sydney Dailey Greer Dailey Minter 445 South Figueroa Street Suite 2500 Los Angeles, California 90071 Re: Notice of Termination Dear Ms. Dailey: We refer to the Consulting Agreement effective as of November 1, 2007, between the City of Vernon and Greer Dailey Minter (GDM). Pursuant to Section 2 of the Consulting Agreement (Termination), please accept this letter as our written notice to you that we are terminating the Consulting Agreement effective upon receipt as defined in Section 9 (Notices). This notice terminates GDM's services under the Consulting Agreement, as well as the services of any subcontractor hired by GDM pursuant to the Consulting Agreement. Please note that GDM is responsible for notifying its subcontractors of the termination of this Consulting Agreement. I would like to personally thank you for all of the services you performed on behalf of the City. Very truly yours, Donal O'Callaghan City Administrator Isle 1 IT cc: Laurence S. Wiener, City Attorney Manuela Giron, City Clerk Exclusively Industriaf