Resolution No. 09909 1 RESOLUTION NO. 9909
2
3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND RATIFYING THE EXECUTION OF A
4 CONSENT AND WAIVER OF CONFLICT LETTER BY AND.
BETWEEN THE CITY OF VERNON AND LATHAM & WATKINS LLP
5
6 WHEREAS, on February 11, 2009; the Department. of Toxic.
~ Substances Control issued an Imminent and Substantial Endangerment.
g Determination-and Order and Remedial Action Order for the Victoria
g Golf Course Site (the "Site") alleging that the City of Vernon (the
10 "City"), together with other respondents, are potential responsible
11 parties at the Site and further alleging that the City allegedly
12 arranged for the disposal of hazardous substances at the Site; acid
13 WHEREAS, the-law firm of Latham & Watkins LLP ("Latham") has
14 a multi-disciplinary practice capable of handling complex
15 transactions, litigation and regulatory matters, and in advising
16 clients on a wide array of legal issues; and
17 WHEREAS; Latham has been providing legal services to the City
1g in the past, and the City desires Latham to represent--the City in
19 actions relating to the Site.
20 WHEREAS, Latham submitted a letter dated March 25, 2009,
21 requesting that the City accept and consent to its joint
22 representation of Watson Land Company ("Watson") and the City
23 regarding the same Site as to their common interests in limiting their
24 respective liabilities and in minimizing site clean up costs; and
25 WHEREAS, in the event the City and Watson have adverse
26 interests to the extent that they have or may have contribution claims
27 against each other, Latham will not represent the-City; and
28 WHEREAS, in order to meet the urgent need for representation
l regarding the Site, the City Attorney executed the March 25, 2009
2 letter, subject to ratification by the City Council; and
3 WHEREAS, the City Council of the City of Vernon desires to
4 approve and ra ify the .consent and waiver of conflict letter and the
5 actions taken by the City Attorney in executing the March 25, 2009
6 letter.
7 NOW, THEREFORE, BE IT RESOLVED BY THE. CITY. COUNCIL OF THE
8 CITY OF VERNON AS FOLLOWS:
9 SECTION 1: The City Council of the City of Vernon hereby
10 finds and determines that the recitals contained hereinabove are true
11 and correct.
12 SECTION 2: The City Council of the City of Vernon hereby
-13 approves and ratifies the. City Attorney's execution of the consent and
14 waiver of conflict letter dated March 25,.2009-with Latham in
15 substantially the same form as the ,copy which is attached hereto as
16 Exhibit A and incorporated by reference.
17 SECTION 3: The City Clerk of the City of Vernon shall
18 certify to the passage of this resolution, and thereupon and
19 thereafter the same shall be in full force and effect.
20 APPROVED AND ADOPTED this 6th day of April, 2009.
21
2 2 ~
Name: hGOrilS C. Malburg
23
Title : Mayor / .~I~a
24
25 ATTEST:
26
27 M VELA GIRON, it Clerk.
28
- 2 -
1 STATE OF CALIFORNIA )
ss
2 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 Resolut-ion No. 9909, 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, April 6,-2009, and
g thereafter was duly.. signed by the Mayor or Mayor Pro-Tem of the City of
g Vernon.
10
11
MANUEL IRO City Clerk
12
(SEAL)
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 3 -
ExxisiT a
Michael`G. Romey 355 South Grand Avenue
Direct Dial: (213) 891-7591 Los Angeles, California 90071-1560
michael.romey@Iw.com ~ Tel: +1.213.485.1234 Fax: +1.213.891.8763
www.lw.com
L A T H A M& W AT K I N 5 LLP ~A~ ~ O FIRM/AFFILIATE OFFICES
Abu Dhabi Munich
~~q^ry~~py}`I~`7 Q Barcelona New Jersey
i II ff'11!!V }ir ~t~~. Brussels New York
Chicago Northern Virginia
Doha Orange County
March 25, 2009 Dubai. Paris
Frankfurt Rome
Hamburg San Diego.
Hong Kong San Francisco
London Shanghai
Jeff A. Harrison Los Angeles Silicon vauey
.City Attorney Madrid singapore
City of Vernon Milan Toky°
Moscow Washington, D.C.
4305 Santa Fe Avenue
Vernon, California 90058
Re: City of Vernon/Victoria Golf Course Clean-Up Site
Dear Jeff:
You have asked Latham to represent the City of Vernon ("the City") with respect to the
Victoria Golf Course Clean-up site in Carson, California ("Site"). As you know, for some time
we have represented the Watson Land Company ("Watson") with respect to this same Site. We
would be pleased to undertake this new representation under the following conditions.
("Latham" refers to Latham & Watkins LLP and its affiliates.)
The City and Watson have both received Imminent and Substantial Endangerment Orders
from the California Department of Toxic Substances Control alleging that they are potential
responsible parties at the Site. Watson is alleged to be a successor to a past-owner of the Site;
the City of Vernon isalleged to have arranged for the disposal of hazardous substance at the Site.
Watson and the City have common interests in limiting their respective liabilities and in
minimizing site clean up costs. However, they may also have adverse interests to the extent that
they have (or may have) contribution claims against each other.
Accordingly, there are two related aspects of the consent we are asking for in this letter.
First, we are asking your agreement that we will not represent the City with respect such
contribution claims. Second, we are also asking your consent to our representation of Watson
with respect to it and the City's common interests. Naturally, we are asking Watson for
reciprocal consents.
We believe we are able to undertake these separate and limited representations, with both
clients' consent, because the subjects on which we are representing each can realistically be kept
distinct from the subjects on which we will represent neither client. However, you should
understand that it is possible that our views on this point may change as the case evolves. It is
also possible that the court may decide that we may not continue to represent both of these
clients, even though they have both consented.
LA\1957733.1
-Jeff i-iarrl£On '
March 25, 2009
Page 2
LATHAM&WATKINS«P
If it does. become impossible for us to continue to represent both clients, it is our intention
that we would withdraw as counsel for the City and continue to represent Watson. As a
condition of our agreement to' represent the City in this matter, we are asking it to consent to our.
continued representation of Watson in this matter. It would become necessary for the City to
hire new counsel, which would likely entail additional expense, delay, and some loss of
familiarity with the matter. Unless you otherwise agree, anyone who has been on the team
representing you in this matter would remain excluded from representing Watson in the matter.
We and our clients rely on advance waivers of conflicts, and by signing this letter you hereby
acknowledge that we and Watson will be relying on the waiver provided hereby.
We will ensure that these respective teams operate separately, and that no confidential
information from orie client is disclosed to the other client or the team representing it. Naturally,
the two teams may at times work together, but they will operate substantially as if they were
from different law firms representing these two clients in the matter. We believe that this
arrangement adequately protects the confidences of both parties, because of the professionalism
and dedication of our people.
We take very seriously our obligations to maintain the confidentiality of information we
receive from all of our clients, including the City and Watson. Accordingly, we will continue to
maintain the confidences of both the City and Watson. In undertaking the engagement described
in this letter, we will not be under a duty to disclose any such confidential information of Watson
to the City. You agree that you will not consider it a breach of any duty that we owe to the City
for us to honor confidentialities and to limit the disclosure of information in this manner. We
will of course obtain a reciprocal agreement from Watson to protect your confidences.
Please feel free to call me to discuss this matter. In addition, you should feel free to
consult with independent counsel concerning any aspect of this letter. We and our clients rely on
advance waivers of conflicts, and by signing this letter :you hereby acknowledge that we and
Watson will be relying on the waiver provided hereby; If the foregoing is acceptable and
LA\1957733.1
Jiff H,~rroson `
March 25, 2009
Page 3
LATHAM&WATKINS~~P
consented to, I'd like you to please sign the enclosed copy of this letter on behalf of the City
where indicated below and return it to me.
Sincerely,
Michael G. Romey
of LATHAM & WATKINS LLP
The foregoin is acceptable and consented to.
Jeff i ,City Attorney
On 1 he City of Vernon
LA\1957733.1
. r
- r ,
t~ r
~ yv~
, .
~,M
~~~FLY~~~,..
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
April. 1; 2009
VIA U.S. MAIL
Michael G. Romey, Esq.
Latham & Watkins, LLP
.355 South Grand Avenue
Los Angeles, CA 90071-1560
Re: City of Vernon/Victoria Golf Course Clean-Up Site
Dear Michael:
Enclosed please find an executed consent and waiver letter
agreement regarding the above-reference matter
If you have any questions, please contact. me.
Very .truly yours,,.
f A Harrison
City Attorney
JH:em
Enclosure
cc: Ms. Nelly Giron, City Clerk (w/ original agreement)..
(Resolution No. 9909)
E~cCusiveCy IndustriaC
u, • N.
,
' PFn.4l'~ ,P -
! ~ ` ;4
Cs~~F,'LY IM~J`
I
CITY ATTORNEY'S OFFICE- ~~R 0 1 2009
INTER-DEPARTMENT MEMORANDUM CITY CLERK'S pF~IC~
DATE: April 1, 2009
TO: Honorable-City Council
FROM: Jeff A. Harrison, City Attorney .
RE: Staff Report - Latham & Watkins Victoria Golf Course Clean-
Up Site Representation
Issue:.
On February 11, 2009, the Department of Toxic Substances Control issued an
Imminent and Substantial Endangerment Determination and Order and Remedial
Action Order for the Victoria Golf Course Site (the "Site") alleging that
the City of Vernon, together with other respondents, are potential
responsible parties at the Site and further alleging that the City
allegedly arranged for the disposal of hazardous substances at the Site.
The City has requested the law firm of Latham & Watkins LLP ("Latham") to
represent the City of Vernon in the action.
By letter dated March 25, 2009, Latham has advised the City of its
representation of Watson Land Company regarding the same Site. Latham is
requesting that the City consent to Latham's continued representation of
Watson with respect to it and the City's common. interests in limiting
their respective liabilities and in minimizing site clean up costs;
however, the City and Watson may also have adverse interests to the extent
that they have or may .have contribution claims against each other. In
that case., Latham will not represent the City.
Recommendations:
I recommend that the City engage the services of Latham with respect to
the Site and adopt a resolution. ratifying my execution of the joint
representation and waiver of conflict letter with Latham.
Fiscal Impact
Unknown at this time.
cc: Eric Fresch
Michael G. Romey 355 South Grand Avenue
Direct Dial: (213)891-7591 Los Angeles, California 90071-1560
michael.romey@Iw.com D Tel: +1..213.485.1234 Fax: +1.213.891.8763
n www.lw.com
L A T H A M& W AT K I N S LLP MAR 3 O ZOOS FIRM /AFFILIATE OFFICES
Abu Dhabi Munich
ATT~p1VEY .Barcelona New Jersey
~Rj Brussels New York
.Chicago Northern Virginia
Doha Orange County
March 25, 2009 pubai Paris.
Frankfurt Rome
Hamburg San Diego
Hong Kong San Francisco
London Shanghai
Jeff A. Harrison i.os Angeies Silicon Valley
Clt}' Attorney Madrid Singapore
Clt Of Vernon Milan Tokyo
y Moscow Washington, D.C.
4305 Santa Fe Avenue
Vernon, California 90058
Re: City of Vernon/Victoria Golf Course Clean-Up Site
Dear Jeff:
You have asked Latham to represent the City of Vernon ("the City") with respect to the
Victoria Golf Course Clean-up site in Carson, California ("Site"). As you know, for some time
we have represented the. Watson Land Company ("Watson") with respect to this same Site. We
would be pleased to undertake this new representation under the following conditions.
("Latham" refers to Latham & Watkins LLP and its affiliates.)
The City and Watson have both received Imminent -and Substantial Endangerment Orders
from the California Department of Toxic Substances Control alleging that they are potential
responsible parties at the Site. Watson is alleged to be a successor to a past owner of the Site;
the City of Vernon is\alleged to have arranged-for the disposal of hazardous substance at the Site.
Watson and the City have common interests in limiting their respective liabilities and in
minimizing site cleanup costs. However, they may also have adverse interests to the extent that
they have (or may have) contribution claims against each other,
Accordingly, there are two related aspects of the- consent we are asking for in this letter.
First, we are asking your agreement that we will not represent the City with respect such
contribution claims.. Second, we are also asking your consent to our representation of Watson
with respect to it and the City's common interests. Naturally, we are asking Watson for
reciprocal consents.
We believe we -are able to undertake these separate and limited representations, with both
clients' consent, because the subjects on which we are representing each can realistically be kept
distinct from the subjects on which we will represent neither client.. However, you should
understand that it is possible that our views on`this point may change as the case evolves. It is
also possible that the court may decide that we may not continue to represent both of these
clients, even though they-have both consented.
LA\1957733.1
Jeff Harrison
March 25,2009
Page 2
LATHAM&WATKINS4LP
If it does become impossible for us to continue to represent both clients, it is our intention
that we would withdraw as counsel for the-City and continue to represent Watson. As a
condition of our agreement to represent the City in this matter, we are asking it to consent to our
continued representation of Watson in this matter. It would become necessary for the City to
hire new counsel, which would likely entail additional expense, delay, and some loss of
familiarity. with the matter. Unless you otherwise agree, anyone who has been on the team
representing you in this matter would remain excluded from representing Watson in the matter.
We and our clients rely on advance waivers of conflicts, and by signing this letter you hereby
acknowledge that we and Watson will be relying on the waiver provided hereby.
We will ensure that these respective teams operate separately, and that no confidential
information from one client is disclosed to the other client or the team representing it. Naturally,.
the two teams may at times work together, but they will operate substantially as if they were
from different law firms representing these. two clients in the matter. We believe. that this
arrangement adequately protects the confidences of both parties, because of the professionalism
and dedication of our people,
We take very seriously our obligations to maintain the confidentiality of information we
receive from all of our clients, including the City and Watson. Accordingly, we will continue to
maintain the confidences of both the City and Watson.. In undertaking the engagement described
in -this letter, we will not be under a-duty to disclose any such confidential information of Watson
to the City. You agree that you will not consider it a breach of any duty that we owe to the City
for us to honor confidentialities and to limit the disclosure. of information in .this .manner. We
will of course obtain a reciprocaLagreement from Watson to protect your confidences.
Please feel free to call me to discuss this matter. In addition, you should feel free to
..consult with independent counsel concerning any aspect of this letter. We and our clients rely on
advance. waivers of conflicts, and by signing this letter you hereby acknowledge that we and
Watson will be relying on the waiver provided hereby. If the foregoing is acceptable and.
I,A\1957733.1
Jeff Harrison
March 25, 2009
Page 3
LATHAM~WATKINSL4P
consented to, I'd like you to please sign the enclosed copy of this letter on behalf of the City
where indicated below and return it to me.
Sincerely,
Michael. Cr. Romey
of LATHAM & WATKINS LLP
The foregoin is acceptable and consented to.
.Teff i ,City Attorney
On 1 he City of Vernon
LA\1957733.1