Resolution No. 10088i■
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RESOLUTION NO. 10,088
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
LIMITED CONTINUATION OF ENGAGEMENT LETTER AGREEMENT
WITH K&L GATES LLP FOR LEGAL SERVICES
WHEREAS, on May 7, 2007, the City Council of the City of
Vernon adopted Resolution No. 9310 approving a Consent and Waiver of
Conflict Letter with K&L Gates LLP (formerly Kirkpatrick & Lockhart
jPreston Gates Ellis LLP); and
WHEREAS, on January 12, 2009, the City Council of the City
of Vernon adopted Resolution No. 9822 terminating all existing
agreements with K&L Gates LLP ("K&L Gates"); and
WHEREAS, the City of Vernon desires to retain the legal
services of K&L Gates to continue representation for the City in
connection with the Southern California Edison Applications ("SCE
Applications") and the related application to the Federal Energy
Regulatory Commission ("FERC") to modify the City's Transmission
Revenue Requirement ("TRR"); and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection _(b)(1)and_____
(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to enter into a Limited Continuation of
Engagement Letter Agreement with K&L Gates to provide legal services in
connection with the City's TRR; and
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
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and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Limited Continuation of Engagement Letter Agreement with
K&L Gates, a copy of which is attached hereto as Exhibit A and
incorporated by reference.
SECTION 3: The City Council of the City of Vernon hereby
authorizes the Mayor or Mayor Pro-Tem to execute the Limited
Continuation of Engagement Letter Agreement with K&L Gates for, and on
behalf of, the City of Vernon and the City Clerk, or Deputy City Clerk,
is hereby authorized to attest thereto.
SECTION 4: The City Council of the City of Vernon hereby
authorizes the City Administrator, or his designee, to take whatever
actions are deemed necessary or desirable for the purpose of
implementing and carrying out the purposes of this Resolution and the
transactions herein approved or authorized.
SECTION 5: The City Council of the Vernon hereby directs
the City Clerk, or her designee, to send a fully executed Agreement
to.
K&L Gates LLP
Attention: Dennis M.P. Ehling
10100 Santa Monica Blvd., Seventh Floor
Los Angeles, CA 90067
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I SECTION 6: The City Clerk of the City of Vernon shall
2 certify to the passage, approval and adoption of this resolution, and
3 the City Clerk of the City of Vernon shall cause this resolution and
4 the City Clerk's certification to be entered in the Book of
5 Resolutions of the Council of this City.
6 APPROVED AND ADOPTED this 26th day of October, 2009.
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Name: Hilario Gonzales
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10 Title: Mayor
ATTEST:
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12 MANUELA GIRON, City Clerk
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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. 10,088, was
duly passed, approved and adopted by the City Council of the City of
Vernon at a regular meeting of the City Council duly held on Monday,
October 26, 2009, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this )214 day of October, 2009, at Vernon, California.
(SEAL)
//�� Aw�-
MANUELA GIR , City Clerk
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EXHIBIT A
A K&L Oates LLP
K& L I GATES 10100 Santa Monica Boulevard
Seventh Floor
Los Angeles, 0A 90667
1310.552.5000 www.klgates.com
September 15, 2009 Dennis M.P. Ehling
D 310.552.5090
F 310,552.5001
dennis.ehling@klgates.com
PRIVILEGED AND CONFIDENTIAL
Mr. Donal O'Callaghan
City Administrator
City of -Vernon
4305 Santa Fe Avenue
Vernon, California 90041
Re: Limited Continuation of Engagement
Dear Donal:
Pursuant to a July 15, 2003 Confirmation of Engagement between this Firm (then
known as "Kirkpatrick & Lockhart LLP") and the City of Vernon (the "City"), this Firm has
represented the City in a number of matters, including certain matters before the Federal
Energy Regulatory Commission ("FERC"). Pursuant to that engagement, we have acted on
behalf of the City since approximately August, 2008 in proceedings before FERC related to
the applications by Southern California Edison ("SCE") to increase the amount of its
Transmission Revenue Requirement ("TRR") and to change the calculation of the rate
charged to the City under certain existing transmission contracts (the "ETCs") to a formula
based upon SCE's TRR (collectively the "SCE Applications").
On January 13, 2009, we received a copy of a letter from Jeff A. Harrison, then City.
Attorney for the City, notifying us that the City Council for the City of Vernon had
determined in Resolution No. 9822 to terminate all existing agreements with this Firm. This
will confirm that, nevertheless, the City has asked, through Mr. Harrison and yourself, that
this Firm continue to represent the City in connection with the SCE Applications and the
related application by the City to FERC to modify the City's own TRR in light of the change
to lthe rates under its ETCs with SCE (the "City's TRR Proceedings"), and we have agreed to
do so. Our ongoing representation will be limited to representing the City in connection with
the SCE Applications and the City's TRR Proceedings, and. will otherwise be undertaken
pursuant to this Firm's existing agreements with the City as of prior to the enactment of
Resolution No. 9822.
We expect that this representation will be concluded by the end of this month, or
shortly thereafter. Thereafter, any further representation by this Firm of the City will be
pursuant to a new engagement agreement between the City and this Firm.
LA-344678 vl
K&L 1 GATES
Donal O'Callaghan
September 15, 2009
Page 2
If this letter comports with your understanding of the terms of this Firm's
representation of the City in connection with the SCE Applications and the City's TRR
Proceedings, we would ask that you confirm this agreement by arranging to have a copy of
this letter executed on behalf of the City and returned to us.
Should you have any questions regarding these matters, please do not hesitate to call
me.
Sincerely,
Dennis M.P. Ehling
DME:
I/we confirm this City of Vernon's limited continuing engagement of K&L Gates LLP as set
forth herein.
The City of Vernon, California.
By:Hilario Gonzales
Title: Mayor
Date:
Attest:
By: Manuela Giron
Title: City Clerk
APPROVED AS TO FORM:
Laurence S. Wiener, City Attorney
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
October 28, 2009
K&L Gates LLP
Attn: Dennis M.P. Ehling
10100 Santa Monica Blvd., Seventh Floor
Los Angeles, CA 90067
Re: Limited Continuation of Engagement Letter Agreement
Dear Mr. Ehling:
Transmitted herewith is an executed letter agreement as
referenced above, approved by City Council on October 26, 2009,
through Resolution No. 10,088.
If you have any questions regarding this matter, please call Mr.
Donal O'Callaghan, at (323) 583-8811 Ext. 834.
Very truly yours,
Nelly Giro
City Clerk
NG : dj
c: Resolution No. 10,088
Agreement File No. 09-126
EXclusively Industriaf
K&LIGATES
September 15, 2009
PRIVILEGED AND CONFIDENTIAL
Mr. Donal O'Callaghan
City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, California 90041
Re: Limited Continuation of Engagement
Dear Donal:
K&L Oates Ltp
10100 Santa Monica Boulevard
Seventh Floor
Los Angeles, GA 90667
r 310.552.5000 www.kigates.com
Dennis M.P. Ehling
D 310.552.5090
F 310,552.5001
dennis.ehling@klgates.com
Pursuant to a July 15, 2003 Confirmation of Engagement between this Firm (then
known as "Kirkpatrick & Lockhart LLP") and the City of Vernon (the "City"), this Firm has
represented the City in a number of matters, including certain matters before the Federal
Energy Regulatory Commission ("FERC"). Pursuant to that engagement, we have acted on
behalf of the City since approximately August, 2008 in proceedings before FERC related to
the applications by Southern California Edison ("SCE") to increase the amount of its
Transmission Revenue Requirement ("TRR") and to change the calculation of the rate
charged to the City under certain existing transmission contracts (the "ETCs") to a formula
based upon SCE's TRR (collectively the "SCE Applications").
On January 13, 2009, we received a copy of a letter from Jeff A. Harrison, then City.
Attorney for the City, notifying us that the City Council for the City of Vernon had
determined in Resolution No. 9822 to terminate all existing agreements with this Firm. This
will confirm that, nevertheless, the City has asked, through Mr. Harrison and yourself, that
this Firm continue to represent the City in connection with the SCE Applications and the
related application by the City to FERC to modify the City's own TRR in light of the change
to the rates under its ETCs with SCE (the "City's TRR Proceedings"), and we have agreed to
do so. Our ongoing representation will be limited to representing the City in connection with
the SCE Applications and the City's TRR Proceedings, and will otherwise be undertaken
pursuant to this Firm's existing agreements with the City as of prior to the enactment of
Resolution No. 9822.
We expect that this representation will be concluded by the end of this month, or
shortly thereafter. Thereafter, any further representation by this Firm of the City will be
pursuant to a new engagement agreement between the City and this Firm.
LA-344678 vl
K&LIGAaTES
Donal O'Callaghan
September 15, 2009
Page 2
If this letter comports with your understanding of the terms of this Firm's
representation of the City in connection with the SCE Applications and the City's TRR
Proceedings, we would ask that you confirm this agreement by arranging to have a copy of
this letter executed on behalf of the City and returned to us.
Should you have any questions regarding these matters, please do not hesitate to call
me.
Sincerely,
Dennis M.P. Ehling
DME:
I/we confirm this City of Vernon's limited continuing engagement of K&L Gates LLP as set
forth herein.
The City of Vernon, California.
By:Hilario Gonzales
Title: Mayor
Date: % .-d V
Attest:
By: Manuela Giron
Title: City Clerk
APP ` TO FORM:
Lad -fence S. Wiener, City Attorney
APPROVED OCT 2 6 '09 C11-y COUNr
REC 1!/ L 40
0CT 21 2009 STAFF REPORT
CITY CLERWS OFFICE LIGHT & POWER DEPARTMENT
DATE: October 21, 2009
TO: Honorable Mayor and City Council
FROM: Donal O'Callaghan, Director of Light & Power
RE: Limited Continuation of Engagement between Kirkpatrick & Lockhart LLP
and the City of Vernon
General duties of Kirkpatrick & Lockhart LLP ("K&L Gates") were terminated on
January_ 13, 2009 by the City. The City intended that K&L Gates would continue to
close out the applications by Southern California Edison ("SCE") to increase the amount
of its Transmission Revenue Requirement ("TRR") and to change the calculation of the
rate charged to the City under certain existing transmission contracts (the "ETCs") to a
formula based upon SCE's TRR. K&L Gates' work continued with the same terms and
conditions as the previous agreement per Resolution No. 9310 adopted on May 7,
2007.
Recommenda#i,on
The Light & Power Department recommends the approval of the Limited Continuation of
Engagement letter agreement with Kirkpatrick & Lockhart LLP to facilitate payment for
those services.
cc: Resolution No. 9822