Resolution No. 2010-007RESOLUTION NO. 2010-07
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF
AN AGREEMENT BETWEEN THE CITY OF VERNON AND THE LAW
OFFICES OF ERIC T. FRESCH, LTD., FOR LEGAL SERVICES
FOR THE DEPARTMENT OF LIGHT & POWER AND GAS
DEPARTMENT IN CONNECTION WITH THE ISSUANCE AND SALE
OF BONDS, PUBLIC FINANCE MATTERS, ENERGY MATTERS
AND CERTAIN OTHER RELATED MATTERS
WHEREAS, the City of Vernon ("City") wishes to retain the
Law Offices of Eric T. Fresch, Ltd. ("FreschLaw") to provide legal
services for the Department of Light & Power and the Gas Department in
connection with the issuance and sale of bonds, public finance
matters, energy matters, and certain other related matters.; and
WHEREAS, FreschLaw wishes to provide those legal services to
the City; and
WHEREAS, by memo dated December 30, 2009, the City
Administrator has recommended FreschLaw be retained to provide legal
services for the City; and
WHEREAS, the City Council of the City of Vernon has
determined that, pursuant to the provisions of subsection (b)(1) and
(b)(7) of Section 2.27 of the Vernon City Code, it is in the public
interest and necessity to enter into the Agreement with FreschLaw to
provide legal services.
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 does
hereby find and determine that the recitals contained hereinabove
are true and correct.
SECTION 2: The City Council of the City of Vernon hereby
approves the Agreement with FreschLaw, 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 said Agreement 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 City of Vernon hereby
directs the City Clerk, or her designee, to send a fully executed
Agreement to FreschLaw.
SECTION 6: The City Clerk of the City of Vernon shall
certify to the passage, approval and adoption of this Resolution, and
the City Clerk of the City of Vernon shall cause this Resolution and
the City Clerk's certification to be entered in the File of Resolutions
of the Council of this City.
APPROVED AND ADOPTED this 4th day of January, 2010.
ATTEST:
MANUELA GIRON, City Clerk
�.& a "
Hilario Gonzales
Name:
Title: Mayor / Mayor— L,-E�
-2-
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. 2010-07,
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,
January 4, 2010, and thereafter was duly signed by the Mayor or Mayor
Pro-Tem of the City of Vernon.
Executed this 6-7�( day of January, 2010, at Vernon, California.
(SEAL)
MANUELA GIRON, City Clerk
-3-
EXHIBIT A
AGREEMENT BETWEEN THE CITY OF VERNON AND THE
LAW OFFICES OF ERIC T. FRESCH, LTD. FOR LEGAL
SERVICES
THIS AGREEMENT is entered into between the City of Vernon, a California
charter city and municipal corporation ("City") and the Law Offices of Eric T. Fresch, Ltd.
("FreschLaw").
WHEREAS, the City wishes to retain FreschLaw to provide legal services for the
Department of Light & Power and the Gas Department in connection with the issuance and sale
of bonds, public finance matters, energy matters, and certain other related matters; and
WHEREAS, FreschLaw wishes to provide legal services to the City;
NOW THEREFORE, the parties agree as follows:
Secton 1. Services. FreschLaw shall provide the following services to the City:
A. Legal Services. FreschLaw shall provide legal services as enumerated below
to the City and use its best efforts to provide such services in a professional, thorough, and
competent manner. At the request of the City Council or City Administrator, FreschLaw shall
provide legal services for the Department of Light & Power and the Gas Department in
connection with:
1. The issuance and sale of bonds;
2. Public finance matters concerning current outstanding bonds,
including disclosure statements, preparation of continuing disclosure agreements, and issues
concerning the tax-exempt status of the interest on the current outstanding bonds and any new
issuances of bonds;
energy projects;
3. Issues concerning financial structuring;
4. Capital projects;
5. Mergers and/or acquisitions of Light & Power Department assets, or
6. Construction and air quality licensing of energy projects;
12720-0001\ 119678 M.doc
and
7. Power resource portfolio structuring issues;
8. FERC matters concerning Light & Power high voltage transmission;
9. Independent System Operation ("ISO") matters;
10. Public Utilities Commission matters;
11. Financial audit matters, including GAAP/GASB compliance issues;
12. Such other legal services as the City Administrator may direct
FreschLaw to undertake from time to time.
B. Responsible Attorney. Eric T. Fresch shall be the attorney primarily
responsible to provide legal services to the City pursuant to this Agreement. No other attorney
shall perform such legal services unless advance written approval is given by the City
Administrator.
Secton 2. Consideration.
A. Fee. For legal services as described in subsection A of Section 1,
FreschLaw shall be paid for the actual time of services rendered at the rate of $450 per hour for
work performed by Eric T. Fresch. Time shall be billed in increments of one tenth of one hour.
B. Expense Reimbursement. FreschLaw shall be reimbursed:
1. Actual expenses reasonably incurred in the performance of legal
services under this Agreement for long distance telephone calls, court costs, services of process,
messengers, deliveries, postage, and other similar services incidental to the performance of this
Agreement.
2. No more than fifty cents ($0.50) per page for facsimiles, with a
maximum charge of Twenty -Five Dollars ($25.00) for any individual facsimile transmission, and
no more than five cents (050) per page for photocopies.
3. For travel, when such travel is approved in writing in advance by
the City Administrator. Reimbursable travel expenses include coach airfare, and reasonable
meal and lodging charges; provided, however, Freschlaw shall be reimbursed for business class
airfare when such airfare class is approved in writing in advance by the City Administrator.
4. For word processing, computer research and clerical file
organization at the rate of fifty dollars ($50.00) per hour.
12720-0001\1196788v5.doc 2
For any consultants employed at the written request of the City in
the areas of electric generation projects, renewable energy projects, electric system finance,
natural gas systems, and other energy related fields.
C. Monthly Statement. FreschLaw shall send a monthly statement for
services rendered during the previous month and for expenses incurred on the City's account.
The monthly statement shall describe the nature of the work performed, the attorney performing
the work and the time spent for each task as well as the nature of any fees and expenses incurred.
Secton 3. Term. The term of this Agreement shall commence on January 4, 2010
and shall continue until terminated as provided in Section 8.
Secton 4. Indemnification. FreschLaw shall indemnify, defend, and hold harmless
City, the City Council, and the City's officers, agents, and employees, from any and all claims
or losses resulting from physical injury to a third party or physical damage to property of a third
party arising from the wrongful or negligent action or inaction of FreschLaw or any person
employed by FreschLaw in the performance of this Agreement.
Secton 5. Insurance. FreschLaw shall procure and maintain for the duration of this
Agreement, insurance against claims for injuries to persons or physical damage to property
which may arise from or in connection with the performance of the work by FreschLaw, its
agents, representatives, or employees. Additionally, FreschLaw shall procure and maintain for
the duration of the Agreement, professional liability insurance. Insurance shall be of the type, in
the amounts, and subject to, the provisions described below, except as otherwise approved by the
City Administrator.
A. Commercial general liability coverage at least as broad as Insurance Services
Office Commercial General Liability occurrence coverage ("occurrence" form CG0001, Ed.
11/88) with a minimum limit of $2,000,000 per occurrence. If the insurance includes a general
aggregate limit, that limit shall apply separately to this contract or it shall be at least twice the
required per -occurrence limit.
B. A policy or policies of comprehensive vehicle liability coverage covering
personal injury and property damage, with minimum limits of $1,000,000 per occurrence,
12720-0001\1196788v5.doc
combined single limit, covering any vehicle utilized by FreschLaw in performing the services
required by this Agreement.
C. Workers' Compensation insurance as required by the State of California.
D. Professional Liability Insurance with a minimum limit of ten million dollars
($10,000,000). Such insurance maybe subject to a self -insured retention or deductible to be
borne entirely by FreschLaw which shall not exceed Two Hundred Fifty Thousand Dollars
($250,000) per occurrence.
E. Evidence of Coverage:
1. Within 14 days after approval of this Agreement by the City,
FreschLaw shall file with the City certificates of insurance with original endorsements
evidencing coverage in compliance with this Agreement.
2. FreschLaw shall make the insurance policies required by this
Agreement, including all endorsements and riders, available to the City upon request.
3. During the term of this Agreement, FreschLaw shall maintain with
City current valid proof of insurance coverage. Proof of renewals shall be filed prior to
expiration of any required coverage.
4. Failure to submit any required evidence of insurance within the
required time period shall be cause for termination.
5. In the event FreschLaw does not maintain current, valid, evidence of
insurance on file with City, City may, at its option, defer payment of any moneys owed to
FreschLaw, or which are subsequently owed to FreschLaw, until proper proof is filed.
6. All insurance coverage shall be provided by insurers satisfactory to the
City and with a rating of B+;VII or better in the most recent edition of Best's Key Rating Guide,
Property -Casualty Edition.
7. Each insurance policy shall be endorsed to state that coverage shall not
be suspended, voided or canceled and shall not be reduced in coverage or limits except after 30
days prior written notice provided to the City. Upon prior request of the carrier, the notice
period may be reduced to 10 days in the event of non-payment of premium.
8. FreschLaw's insurance and any insurance provided in compliance with
Agreement, shall be primary with respect to any insurance or self-insurance programs covering
the City, the City Council, and any officer, agent or employee of City.
12720-0001 \11967880.doc 4
9. Where available, the insurer shall agree to waive all rights of
subrogation against the City, the City Council, and every officer, agent, and employee of City.
10. Any deductibles or self -insured retentions shall be declared to and are
subject to approval by the City. Provided, however, that FreschLaw's professional liability
insurance may be subject to a self -insured retention or deductible to be borne entirely by
FreschLaw which shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) per
occurrence.
11. In the event that FreschLaw does not provide continuous
comprehensive general liability insurance coverage or comprehensive vehicle liability coverage,
the City shall have the right, but not the obligation, to obtain the required insurance coverage at
FreschLaw's expense, and the City may deduct all such costs from moneys the City owes to
FreschLaw or from moneys which it subsequently owes to FreschLaw.
12. All commercial general liability insurance coverage and
comprehensive vehicle liability coverage required to be maintained pursuant to this Agreement
by FreschLaw shall name the City, the City Council, and every officer, agent, and employee of
City as additional insureds with respect to work under this Agreement.
Secton 6. Successors and Assigns. This Agreement may not be assigned by
FreschLaw.
Secton 7. Facilities and Equipment. FreschLaw shall, at its own cost and expense,
provide all facilities and equipment at its offices which may be required for performance of
services required by this Agreement.
Secton 8. Termination. This Agreement may be terminated by the City with or
without cause upon service of written notice. FreschLaw shall be entitled to the compensation
earned by it prior to the date of termination. FreschLaw shall be entitled to no further
compensation after the date of termination.
FreschLaw may terminate this Agreement with the consent of City or if FreschLaw
reasonably believes that it cannot provide services consistent with its professional and ethical
12720-0001\1196788v5.doc
obligations. In such instance, FreschLaw shall provide the City with reasonable notice in order
to allow the entities to arrange alternative representation.
Secton 9. Files. FreschLaw shall maintain one or more client files (the "Client
Files") in connection with providing services in accordance with this Agreement. In such Client
Files, FreschLaw may place correspondence, pleadings, deposition transcripts, exhibits, physical
evidence, experts' reports, and other items reasonably necessary to its representation of the City.
The Client Files shall be and remain the property of the entity for which they are prepared.
FreschLaw shall control the physical location of such legal files during the term of this
Agreement. FreschLaw may also place in such Client Files documents containing FreschLaw's
attorney work product, mental impressions or notes ("Work Product"). The Work Product shall
be and remain FreschLaw's property. Notwithstanding that Work Product shall be FreschLaw's
property, upon request by City, FreschLaw shall provide the entity with copies of any and all
Work Product prepared in connection with services performed pursuant to this Agreement for
that entity. In addition, electronic documents such as e-mail and documents prepared on
FreschLaw's word processing system, but which have not been printed in hard copy, shall be and
remain FreschLaw's property and shall not be considered part of the Client Files, but copies of
any such documents or emails prepared in connection with services to the entity shall be
provided to the entity upon request. FreschLaw may enact and implement reasonable retention
policies for such electronic documents and FreschLaw has discretion to delete such documents.
At the conclusion of this Agreement, the original Client Files for each entity (but not
including the Work Product) shall be made available to that entity, and each entity shall have the
right to take possession of its respective Client Files. FreschLaw will be entitled to make copies
of the Client Files and each entity will be entitled to make copies of the Work Product prepared
for the entity. At the conclusion of this Agreement, (whether or not any entity takes possession
of the Client Files) City shall take possession of any and all original contracts, wills,
stockholders certificates, and other such important documents that may be in the Client Files and
FreschLaw shall have no further responsibility with regard to such documents.
If any entity does not take possession of the Client Files at the conclusion of the
Agreement, FreschLaw shall store such Client Files for a period of at least one (1) year. During
the entire time that FreschLaw stores the Client Files, each entity shall have the right to take
12720-0001\1196788v5.doc 6
possession of its files at any time. At the conclusion of such one (1) year period, FreschLaw may
send to the entities a notice, advising of FreschLaw's intention to dispose of the Client Files.
The City shall have sixty (60) days from the date of such notice to take possession of the Client
Files. If City does not take possession of the Client Files during that time, City agrees that
FreschLaw may dispose of the Client Files without further notice. FreschLaw shall have no
obligation to abide by any entity's document retention schedule or to take any steps except as
outlined above or upon written direction from the City.
Secton 10. Notice. Whenever it shall be necessary for any party to serve notice on
another party respecting this Agreement, such notice shall be served personally, by overnight
mail, or by certified mail addressed to City at: City Administrator of the City of Vernon, 4305
Santa Fe Avenue, Vernon, CA 90058; and addressed to FreschLaw at: Eric T. Fresch, Law
Offices of Eric T. Fresch, Ltd., 33 New Montgomery, Sixth Floor, San Francisco, CA 94105,
unless and until a different address may be furnished in writing by any party to the other, and
such notice shall be deemed to have been served within seventy-two (72) hours after the same
has been deposited in the United States Post Office by certified mail. This shall be valid and
sufficient service of notice for all purposes.
Secton 11. Extent of Agreement. This Agreement represents the entire and integrated
Agreement between City and FreschLaw and supersedes any and all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by
written instrument signed by the parties affected by the amendment.
Secton 12. Severability. Invalidation of any provision contained herein or the
application thereof to any person or entity by judgment or court order shall in no way affect any
of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to
any other person or entity, and the same shall remain in full force and effect.
Secton 13. Governing Law. This Agreement shall be interpreted in accordance with
the laws of the State of California.
12720-0001\1196788v5.doc 7
Secton 14. Independent Contractor. No employment relationship is created by this
Agreement. FreschLaw shall be an independent contractor of City. No employee benefits shall
be available to FreschLaw or its officers, employees, or agents in connection with the
performance of this Agreement.
ATTEST:
City Clerk
Executed this day of , 2010, at Vernon, California.
CITY OF VERNON
A California Charter City and Municipal Corporation
By
Mayor / Mayor Pro Tem of the City of
Vernon, California
(SEAL)
LAW OFFICES OF ERIC T. FRESCH, LTD.
Bv:
ERIC T. FRESCH
Title:
12720-0001\1196788v5.doc 8
CITY CLERK'S OFFICE
INTEROFFICE MEMORANDUM
DATE: January 7, 2010
T0: Donal O'Callaghan, City Administrator
FRO Nelly Giron, City Clerk
RE: Resolution No. 2010-07 - A Resolution of the City Council of
the City of Vernon Approving and Authorizing the Execution
of an Agreement Between the City of Vernon and the Law
Offices of Eric T. Fresch, LTD., for Legal Services for the
Department of Light & Power and Gas Department in Connection
With the Issuance and Sale of Bonds, Public Finance Matters,
Energy Matters and Certain Other Related Matters
Transmitted herewith is a copy of the fully executed agreement and
Resolution No. 2010-07 referenced above, which was approved by City
Council on January 4, 2010.
Thank you.
NG:dj
c: Kristen Enomoto
Martha Valenzuela
Resolution No. 2010-07
Agreement No. 10-001
AGREEMENT BETWEEN THE CITY OF VERNON AND THE
LAW OFFICES OF ERIC T. FRESCH, LTD. FOR LEGAL
SERVICES
THIS AGREEMENT is entered into between the City of Vernon, a California
charter city and municipal corporation ("City") and the Law Offices of Eric T. Fresch, Ltd.
("FreschLaw")
WHEREAS, the City wishes to retain FreschLaw to provide legal services for the
Department of Light & Power and the Gas Department in connection with the issuance and sale
of bonds, public finance matters, energy matters, and certain other related matters; and
WHEREAS, FreschLaw wishes to provide legal services to the City;
NOW THEREFORE, the parties agree as follows:
Secton 1. Services. FreschLaw shall provide the following services to the City:
A. Legal Services. FreschLaw shall provide legal services as enumerated below
to the City and use its best efforts to provide such services in a professional, thorough, and
competent manner. At the request of the City Council or City Administrator, FreschLaw shall
provide legal services for the Department of Light & Power and the Gas Department in
connection with:
1. The issuance and sale of bonds;
2. Public finance matters concerning current outstanding bonds,
including disclosure statements, preparation of continuing disclosure agreements, and issues
concerning the tax-exempt status of the interest on the current outstanding bonds and any new
issuances of bonds;
energy projects;
3. Issues concerning financial structuring;
4. Capital projects;
5. Mergers and/or acquisitions of Light & Power Department assets, or
6. Construction and air quality licensing of energy projects;
12720-0001\1196788v5.doc
and
7. Power resource portfolio structuring issues;
8. FERC matters concerning Light & Power high voltage transmission;
9. Independent System Operation ("ISO") matters;
10. Public Utilities Commission matters;
11. Financial audit matters, including GAAP/GASB compliance issues;
12. Such other legal services as the City Administrator may direct
FreschLaw to undertake from time to time.
B. Responsible Attorney. Eric T. Fresch shall be the attorney primarily
responsible to provide legal services to the City pursuant to this Agreement. No other attorney
shall perform such legal services unless advance written approval is given by the City
Administrator.
Secton 2. Consideration.
A. Fee. For legal services as described in subsection A of Section 1,
FreschLaw shall be paid for the actual time of services rendered at the rate of $450 per hour for
work performed by Eric T. Fresch. Time shall be billed in increments of one tenth of one hour.
B. Expense Reimbursement. FreschLaw shall be reimbursed:
1. Actual expenses reasonably incurred in the performance of legal
services under this Agreement for long distance telephone calls, court costs, services of process,
messengers, deliveries, postage, and other similar services incidental to the performance of this
Agreement.
2. No more than fifty cents ($0.50) per page for facsimiles, with a
maximum charge of Twenty -Five Dollars ($25,00) for any individual facsimile transmission, and
no more than five cents (05¢) per page for photocopies.
3. For travel, when such travel is approved in writing in advance by
the City Administrator. Reimbursable travel expenses include coach airfare, and reasonable
meal and lodging charges; provided, however, Freschlaw shall be reimbursed for business class
airfare when such airfare class is approved in writing in advance by the City Administrator.
4. For word processing, computer research and clerical file
organization at the rate of fifty dollars ($50.00) per hour.
12720-0001\1196788v5.doc 2
5. For any consultants employed at the written request of the City in
the areas of electric generation projects, renewable energy projects, electric system finance,
natural gas systems, and other energy related fields.
C. Monthly Statement. FreschLaw shall send a monthly statement for
services rendered during the previous month and for expenses incurred on the City's account.
The monthly statement shall describe the nature of the work performed, the attorney performing
the work and the time spent for each task as well as the nature of any fees and expenses incurred.
Secton 3. Term. The term of this Agreement shall commence on January 4, 2010
and shall continue until terminated as provided in Section 8.
Secton 4. Indemnification. FreschLaw shall indemnify, defend, and hold harmless
City, the City Council, and the City's officers, agents, and employees, from any and all claims
or losses resulting from physical injury to a third party or physical damage to property of a third
party arising from the wrongful or negligent action or inaction of FreschLaw or any person
employed by FreschLaw in the performance of this Agreement.
Secton 5. Insurance. FreschLaw shall procure and maintain for the duration of this
Agreement, insurance against claims for injuries to persons or physical damage to property
which may arise from or in connection with the performance of the work by FreschLaw, its
agents, representatives, or employees. Additionally, FreschLaw shall procure and maintain for
the duration of the Agreement, professional liability insurance. Insurance shall be of the type, in
the amounts, and subject to, the provisions described below, except as otherwise approved by the
City Administrator.
A. Commercial general liability coverage at least as broad as Insurance Services
Office Commercial General Liability occurrence coverage ("occurrence" form CG0001, Ed.
11/88) with a minimum limit of $2,000,000 per occurrence. If the insurance includes a general
aggregate limit, that limit shall apply separately to this contract or it shall be at least twice the
required per -occurrence limit.
B. A policy or policies of comprehensive vehicle liability coverage covering
personal injury and property damage, with minimum limits of $1,000,000 per occurrence,
12720-0001\1196788v5.doc
combined single limit, covering any vehicle utilized by FreschLaw in performing the services
required by this Agreement.
C. Workers' Compensation insurance as required by the State of California.
D. Professional Liability Insurance with a minimum limit of ten million dollars
($10,000,000). Such insurance may be subject to a self -insured retention or deductible to be
borne entirely by FreschLaw which shall not exceed Two Hundred Fifty Thousand Dollars
($250,000) per occurrence.
E. Evidence of Coverage:
1. Within 14 days after approval of this Agreement by the City,
FreschLaw shall file with the City certificates of insurance with original endorsements
evidencing coverage in compliance with this Agreement.
2. FreschLaw shall make the insurance policies required by this
Agreement, including all endorsements and riders, available to the City upon request.
3. During the term of this Agreement, FreschLaw shall maintain with
City current valid proof of insurance coverage. Proof of renewals shall be filed prior to
expiration of any required coverage.
4. Failure to submit any required evidence of insurance within the
required time period shall be cause for termination.
5. In the event FreschLaw does not maintain current, valid, evidence of
insurance on file with City, City may, at its option, defer payment of any moneys owed to
FreschLaw, or which are subsequently owed to FreschLaw, until proper proof is filed.
6. All insurance coverage shall be provided by insurers satisfactory to the
City and with a rating of B+;VII or better in the most recent edition of Best's Key Rating Guide,
Property -Casualty Edition.
7. Each insurance policy shall be endorsed to state that coverage shall not
be suspended, voided or canceled and shall not be reduced in coverage or limits except after 30
days prior written notice provided to the City. Upon prior request of the carrier, the notice
period may be reduced to 10 days in the event of non-payment of premium.
8. FreschLaw's insurance and any insurance provided in compliance with
Agreement, shall be primary with respect to any insurance or self-insurance programs covering
the City, the City Council, and any officer, agent or employee of City.
12720-0001\1196788v5.doc 4
9. Where available, the insurer shall agree to waive all rights of
subrogation against the City, the City Council, and every officer, agent, and employee of City.
10. Any deductibles or self -insured retentions shall be declared to and are
subject to approval by the City. Provided, however, that FreschLaw's professional liability
insurance may be subject to a self -insured retention or deductible to be borne entirely by
FreschLaw which shall not exceed Two Hundred Fifty Thousand Dollars ($250,000) per
occurrence.
11. In the event that FreschLaw does not provide continuous
comprehensive general liability insurance coverage or comprehensive vehicle liability coverage,
the City shall have the right, but not the obligation, to obtain the required insurance coverage at
FreschLaw's expense, and the City may deduct all such costs from moneys the City owes to
FreschLaw or from moneys which it subsequently owes to FreschLaw.
12. All commercial general liability insurance coverage and
comprehensive vehicle liability coverage required to be maintained pursuant to this Agreement
by FreschLaw shall name the City, the City Council, and every officer, agent, and employee of
City as additional insureds with respect to work under this Agreement.
Secton 6. Successors and Assigns. This Agreement may not be assigned by
FreschLaw.
Secton 7. Facilities and Equipment. FreschLaw shall, at its own cost and expense,
provide all facilities and equipment at its offices which may be required for performance of
services required by this Agreement.
Secton 8. Termination, This Agreement may be terminated by the City with or
without cause upon service of written notice. FreschLaw shall be entitled to the compensation
earned by it prior to the date of termination. FreschLaw shall be entitled to no further
compensation after the date of termination.
FreschLaw may terminate this Agreement with the consent of City or if FreschLaw
reasonably believes that it cannot provide services consistent with its professional and ethical
12720-0001\1196788v5.doc
obligations. In such instance, FreschLaw shall provide the City with reasonable notice in order
to allow the entities to arrange alternative representation.
Secton 9. Files. FreschLaw shall maintain one or more client files (the "Client
Files") in connection with providing services in accordance with this Agreement. In such Client
Files, FreschLaw may place correspondence, pleadings, deposition transcripts, exhibits, physical
evidence, experts' reports, and other items reasonably necessary to its representation of the City.
The Client Files shall be and remain the property of the entity for which they are prepared.
FreschLaw shall control the physical location of such legal files during the term of this
Agreement. FreschLaw may also place in such Client Files documents containing FreschLaw's
attorney work product, mental impressions or notes ("Work Product"). The Work Product shall
be and remain FreschLaw's property. Notwithstanding that Work Product shall be FreschLaw's
property, upon request by City, FreschLaw shall provide the entity with copies of any and all
Work Product prepared in connection with services performed pursuant to this Agreement for
that entity. In addition, electronic documents such as e-mail and documents prepared on
FreschLaw's word processing system, but which have not been printed in hard copy, shall be and
remain FreschLaw's property and shall not be considered part of the Client Files, but copies of
any such documents or emails prepared in connection with services to the entity shall be
provided to the entity upon request. FreschLaw may enact and implement reasonable retention
policies for such electronic documents and FreschLaw has discretion to delete such documents.
At the conclusion of this Agreement, the original Client Files for each entity (but not
including the Work Product) shall be made available to that entity, and each entity shall have the
right to take possession of its respective Client Files. FreschLaw will be entitled to make copies
of the Client Files and each entity will be entitled to make copies of the Work Product prepared
for the entity. At the conclusion of this Agreement, (whether or not any entity takes possession
of the Client Files) City shall take possession of any and all original contracts, wills,
stockholders certificates, and other such important documents that may be in the Client Files and
FreschLaw shall have no further responsibility with regard to such documents.
If any entity does not take possession of the Client Files at the conclusion of the
Agreement, FreschLaw shall store such Client Files for a period of at least one (1) year. During
the entire time that FreschLaw stores the Client Files, each entity shall have the right to take
12720-0001\119678W.doc 6
possession of its files at any time. At the conclusion of such one (1) year period, FreschLaw may
send to the entities a notice, advising of FreschLaw's intention to dispose of the Client Files.
The City shall have sixty (60) days from the date of such notice to take possession of the Client
Files. If City does not take possession of the Client Files during that time, City agrees that
FreschLaw may dispose of the Client Files without further notice. FreschLaw shall have no
obligation to abide by any entity's document retention schedule or to take any steps except as
outlined above or upon written direction from the City.
Secton 10. Notice. Whenever it shall be necessary for any party to serve notice on
another party respecting this Agreement, such notice shall be served personally, by overnight
mail, or by certified mail addressed to City at: City Administrator of the City of Vernon, 4305
Santa Fe Avenue, Vernon, CA 90058; and addressed to FreschLaw at: Eric T. Fresch, Law
Offices of Eric T. Fresch, Ltd., 33 New Montgomery, Sixth Floor, San Francisco, CA 94105,
unless and until a different address may be furnished in writing by any party to the other, and
such notice shall be deemed to have been served within seventy-two (72) hours after the same
has been deposited in the United States Post Office by certified mail. This shall be valid and
sufficient service of notice for all purposes.
Secton 11. Extent of Agreement. This Agreement represents the entire and integrated
Agreement between City and FreschLaw and supersedes any and all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended only by
written instrument signed by the parties affected by the amendment.
Secton 12. Severability. Invalidation of any provision contained herein or the
application thereof to any person or entity by judgment or court order shall in no way affect any
of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to
any other person or entity, and the same shall remain in full force and effect.
Secton 13. Governing Law. This Agreement shall be interpreted in accordance with
the laws of the State of California.
12720-0001 \11967880.doc 7
Secton 14. Independent Contractor. No employment relationship is created by this
Agreement. FreschLaw shall be an independent contractor of City. No employee benefits shall
be available to FreschLaw or its officers, employees, or agents in connection with the
performance of this Agreement.
Executed this VA day of 2010, at Vernon, California.
CITY OF VERNON
A California Charter City and Municipal Corporation
By
Mayor / Mayor Pro Tim of the City of
Vernon, California
ATTEST:
)U'� //�"-
(SEAL)
ity Clerk
LAW OFFICES OF ERIC T. FRESCH, LTD.
By: 8z: ��
ERIC T. FRE
Title: 77
12720-0001\11967880.doc 8
Ah
. . „ APPROVED JA IN; _: `t 0 113 TINY' (P0UNCI
OEc 3 0 Haag
L�RK�so�FtcE STAFF REPORT
CITY CLERWS CITY ADMINISTRATION OFFICE
DATE: December 30, 2009
TO: Honorable Mayor and Cif Council
Y Y
FROM: Donal O'Callaghan, City Administrator
RE: Legal Services Engagement Agreement for Eric T. Fresch
Please find attached a Legal Services Engagement Agreement for Eric T. Fresch. Also,
attached with this Agreement is a letter from Eric T. Fresch dated December 27, 2009
proposing the terms for Legal Services Engagement Agreement to the Director of Light
& Power, Donal O'Callaghan. Also, attached is a letter dated December 30, 2009 from
Eric T. Fresch to the Honorable Mayor and City Council proposing the engagement of
the Law Offices of Eric T. Fresch.
Staff hereby submits these documents for Eric T. Fresch for City Council consideration.
DO:rmt
Attachments
Dec,29.2009 11:10 PM
PAGE. 1/ 1
ERIC T. rRl'S ,-H
IIATHERINe" ,i, c!RAGSTREET
De(.errtber 30, 2009
LAW ¢wr1C.E5 OF
)J',RXC T. FIRES,(,'R, YI TD.
33 NEW MUNTGOMERY,: SIXTH FL00j4
SAN TrnAhrmjS(.U, CALIFOnNIA 0-41(315-11587
TELr.c-HONIN (r.lr}) 498-7760
9.rY85C17($cdrrl9A^aQ.1165
LOS ANGELES Orrlc.r
II'TL`4b WILSHIRE BLVO'. SIXTH-ri3OOR
LtDM ANGELES, CA QOOES-Qgcg
(213) 392.0036
Honorable Mayor Larry Gonzales and City Council City of Vernon
City Hall.
4305 Santa Fe Avenue
Vernon, California 90058
Re: Proposed Law Firm Engagement Of Law Office; of. Eric T.
Fr.esch
Honorable Mayor Larry Gonzalo, and City C ounc..tl,
I have submitted a proposal for legal services to the City
A.dminist,rator to be per�formcd by my law firm for the C:ity's
Light + Power, and C.as Departments,
T respectfully request yoij consider the agreement submitted to
You, that captures my proposal, which Yra,,, been prepared by the
City Attorney.
T believe t1iis agreement, which returns me back to where 1
started with the City so many year$ ago, will allow me to best
serve the City's interests. Key pc>i nts in this agreement are my
hourly rate of, $450 and the City,$ right to terminate me at the
will and plea Sure of the G _ty Council.
Thank you for your considerdta.Uzj..
Sincerely,
,�- 1rk
Fxic Fresch
cc: Donal O'Callaghan
Laurence Wiener
Dec.27.2009 10:40 PM PAGE. 1/ 2
LAW OFFICES or
ERIc 7+, FRUSCI3, LTD,
33 NEW mONTOOMERY. SIXT14 r1.00A
ERIC T. FRE3CH _ SAN FRAN0.11300. IrALIFOIRNIA fD lUv- IS y .1•0.4 ANGELES OFFICE
KATHERINC -j. MRAo9TRIKET - - TCLeI+hiONE (hl S) +499.77r C1 117136 WILSHIRE BLVD. SIXTH r'LOUR
- 604 ANOELE5, CA 91"J425•0ti�tl
B.fl680h*C0R1Cd8t.n0t 12131 3OR-0930 -
December 27, 2009
Mr. Donal O' Callaghan
Director of Light & Power, Gas Departments
Vernon Light & Power Department
4305 Santa Fe Avenue
Vernon, California 90058
Re: Proposed Terms for Legal Services Engagement Agreement
Dear Mr. O'Callaghan:
My firm appreciates the opportunity to submit this proposal to provide legal services to
the 'Light & Power and G&q Departments.
Scope of Services.
The Law Offices of Eric T. Fresch, Ltd. ("'FreschLaw") proposes to provide legal services
in connection with the issuance and sale of bonds, all public finance matters concerning
the current outstanding bonds, including disclosure statements, preparation ofcontinuing
disclosure agreements, and issues concerning the tax-exempt status of the interest on the
current outstanding bonds and any new issuances of bonds; issues concerning financial
structuring; capital projects; mergers and/or acquisitions of Light & Power Department
assets, or energy projects; construction and air quality licensing; of energy projects; power
resource portfolio structuring issues; FERC matters concerning bight & Power high
voltage transmission; Independent System Operator ("IS(?") matters; Public 'Utilities
Commission matters; financial audit matters, including 3AAP/GASB compliances issues
and such other legal services as the City Administrator may direct FreschLaw to
undertake from time to time.
Persons ResM,ib1e..
I propose to be the attorney primarily responsible for managing this engagement.
Compensation:: and. RgiMborsements.
FreschLaw shall be paid a fee for the services provided hereunder based on the amount of
time expended by me and any other attorneys you authorize under this proposed
Dec.27.2009 10:41 PM PAGE. 2/ 2
engagement. I propose to be paid $450 per hour. My firm's rates are normally increased
in January of each calendar year.
In addition to the compensation provided above, FreschLaw will be paid for costs and
expenses (direct and indirect) incurred in connection with the FreschLaw services,
including without limitation filing and publication, document reproduction and delivery,
travel (for domestic flights, coach fare only, unless you authorize upgraded travel, plus
reasonable meal and lodging charges) long distance telephone, telecopy, word
processing/ computer research/ clerical file organization (all $50 per hour) and other
similar expenses.
FreschLaw shall be reimbursed for any consultants employed at your request in tho areas
of electric generation projects, renewable energy projects, electric system finance, natural
gas systems, and other energy related fields.
Termination of Agreemc_n_
FreschLaw proposes that it's Legal Services Agreement may term, inated at any time
by written notice from the City, with or without cause.
If the foregoing proposed engagement is acceptable to you, please engage the City
Attorney to draw up the appropriate agreement for approval by the City.
'thank you for the opportunity to work with you in the Light & Power, and Gas
Departments.
Sincerely,
Eric Fresch
cc Laurence Wiener
City Attorney
LAW OFFICES OF
ERIC T. FRESCH, LTD.
33 NEW MONTGOMERY, SIXTH FLOOR
ERIC T. FRESCH SAN FRANCISCO, CALIFORNIA 94105-4537 LOS ANGELES OFFICE
KATHERINE J. BRAOSTREET TELEPHONE (415) 488-7760 11766 WILSHIRE BLVO. SIXTH FLOOR
LOS ANGELES, GA 90025-6538
e.fresch@comcast.net (213) 392-0930
December 30, 2009
Honorable Mayor Larry Gonzales and City Council City of Vernon
City Hall
4305 Santa Fe Avenue
Vernon, California 90058
Re: Proposed Law Firm Engagement of Law Offices of Eric T.
Fresch
Honorable Mayor Larry Gonzales and City Council:
I have submitted a proposal for legal services to the City
Administrator to be performed by my law firm for the City's
Light + Power, and Gas Departments.
I respectfully request you consider the agreement submitted to
you, that captures my proposal, which has been prepared by the
City Attorney.
I believe this agreement, which returns me back to where I
started with the City so many years ago, will allow me to best
serve the City's interests. Key points in this agreement are my
hourly rate of $450 and the City's right to terminate me at the
will and pleasure of the City Council.
Thank you for your consideration.
Sincerely,
Eric Fr sch
cc: Donal O'Callaghan
Laurence Wiener
LAW OFFICES OF
ERIC T. rRESCH, LTD.
33 NEW MONTGOMERY, SIXTH FLOOR
ERIC T. FRESCH SAN (:RANCISCO, CALII'`OXWIA 911105-4537 LOS ANGELES :OFFICE
KATHERINE J. BRADSTREET TELEPHONE I4151 486-776O II766 WILSHIRE BLVD. SIXTH FLOOR
LOS ANGELES. CA 90ORB-6538
0Jr.8.h@c0m0.0t.nel I213I 39A-0930
November 15, 2011
Carlos Fandino
Director of the Light & Power
Department of Light & Power, City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Notice to Terminate Contract for Legal Services, Law Offices of Eric T. Fresch
Dear Carlos:
I want to advise you that I will be ending my representation of the City's Light &
Power Department, effective May 1, 2012. I believe by tendering my notice at this
time it will enable you to help me wind down my participation in the various
projects in which I am involved for Light & Power and provide an orderly
transition to other firms. After you and I meet to review all of the matters in which I
am involved, I will submit to you a total estimated budget for the remaining time of
my service to the Department. Obviously the Department is free to end my services
at any time if it so chooses.
The Light & Power Department has been a client of mine since my days at Mudge
Rose Guthrie Alexander & Ferdon in the 19801s. It has been a great honor to serve
you, your Department, the City Administrator, and the City Council Light & Power
Board.
Thank you.
Sincerely
Eric FresW1
Cc: Honorable Mayor Larry Gonzales and Members of the City Council
Mark Whitworth, City Administrator