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Resolution No. 2010-159RESOLUTION NO. 2010-159 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ENGAGEMENT OF COUNSEL AND 'A WAIVER OF CONFLICT BETWEEN THE CITY OF VERNON AND BAKER & HOSTETLER LLP FOR LEGAL SERVICES WHEREAS, the City of Vernon ("City") wishes to'retain the services of Baker & Hostetler LLP ("Baker") to provide legal services relating to tax and benefit issues; and WHEREAS, by memorandum dated October 27, 2010, the Interim City Attorney has recommended Baker be retained to provide legal . services; 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 an Engagement of Counsel and a Waiver of Conflict with Baker 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 Engagement of Council and the Waiver of Conflict (the "Agreements") with Baker & Hostetler LLP, copies of which are attached hereto as Exhibit A. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreements 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 the City Clerk's designee, to send fully executed Agreements to Baker & Hostetler LLP. 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 Ist day of November, 2010. ATTE Wi City Clerk Name: Hilario Gonzales Title: Mayor /-emaye�� � -2- STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Willard G. Yamaguchi, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution,. being Resolution No. 2010-159, was duly passed, approved and adopted by the City Council of the City of Vernon at a special meeting of the City Council duly held on Monday,. November 1, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of November, 2010, at Vernon, California. i11ar a a uchi, City Clerk (SEAL) -3- 1 WA, , t Baker Hostetler October 25, 2010 VIA ELECTRONIC MAIL AND FIRST-CLASS MAIL Mark C, Whitworth City -y Administrator City of Vernon F I 4305 Santa e Avenue Vernon, CA 90058 Re. Engagement of Counsel Dear Mr. Whitworth: Baker& Hostetler LLP 12100 WilshiN3 Boulevard t5th Floor Los Angetos, CA w028-7 12o 310.82,0..'8800 F -3 1,0 , 920.'8859, wwwbakwiaW,com Nei[Carrey ncarrey.@bakerlaw.com Thank you for setecting Baker& Hostetler LLP. to represent the City of Vernon in connection with tax and benefit issues, We took forward to, serving your needs and to establishing, a mutually satisfactory relationship, Our professional fees for legal services will be determined primarily by the amount of time our attorneys and other personnel spend performing rforming services on your behalf and their applicable hourly rates. Our attorneys' current hourly rates vary depending upon ,n the exp erience and expertise of the attorney providing the service and the type of work being handled. For 2010 my hourly rate is $450. In selecting other attorneys in my firm to work on this project with me, I will use my best efforts to select attorneys having hourly rates equal to or less than my hourly rate. In addition to fees f professional .. nr n"r services, there may be.I charges for other costs and expenses which we incur in performing services on your behalf, 000081, 098700, 10575213.2 Mark C, Whitworth City Administrator October 25, 2010 Page 2' If the terms described above and in the .attached terms of engagement are acceptable to you, please sign the enclosed copy and return it, in the envelope provided. Upon our receipt of the signed copy, we will begin our work on this matter. We look forward to working; with you. ACKNOWLEDGED AND ACCEPTED as of the date shown below, City of Vernon By: Mark C. Whitworth City Administrator Dated: 2010 ATTEST: Willard G. Yamaguchi, City Clerk APPROVED AS TO FORM: Willard G. Yamaguchi, Interim City Attorney 000081. 098700, 103573213.2 Mark C. Whitworth City Administrator October 25,2010 Page 3 STANDARD TERMS OF ENGAGEMENT WrOuction, Your agreement to this engagementconstitutes your acceptance e '-s. ceptanc, of the following term .,e and conditions. ifyfind, ,an:yoftjes terms an conditions unacceptable, u nactopt ble, pleas e us now so that we can try to resolve any differences and proceed on a mutually satisfactory . basiso Our Relationship Matters As your attorneys, We owe you duties W, confidentiality, loyalty, and competenf and zealous representation. We are required to preserve your confidences and secrets, This obligation and the attorney -client communication V, pri ilege exist in order to facilitate and encourage candid communication between a clien I t and his or her attorney. We can adequately represent you and give you sound legal advice only if you make us aware of all information and documents, that might be, relevant to the matter We are undertaking for you, Accordingly, We urge you to communicate with us fully and without reservation so that we can, properly perform, legal services for you and give you legal advice with respect to the matter on which you have engaged us, You should Understand however; that in those matters where we, are. representing a corporation, or other legal entity, our attorney -client relationship is with that specific corporation or legal entity and not with Its individual officers., directors, execut'IV 0§, employees, shareholders, partners, or other persons in similar positions, or with, its 000081, 09.8700, 1035732132 Mark C. Whitworth City Administrator October 25, 2010 Page 4 Professional Fees In determining the professional fee for our legal services we are generally guided primarily by the amount of time devoted to your matter and the hourly rates of the attorneys performing the services;,. although we offer other fee arrangements in appropriate situations. If another fee arrangement has been mutually agreed to for your work, it will be set forth in the accompanying letter. We may also consider other factors, a$ appropriate, including; the novelty and difficulty of the legal issues involved; the legal skill required to do the work; the fee customarily charged by comparable law firms for similar legal services; the importance of the work to you or the amount of money involved or at risk and the results obtained; any time constraints..imposed by you or the circumstances; and the nature and length of our professional relationship with you. The hourly rate assigned to each attorney reflects his or her ability, experience; reputation, market rates in each location for his or her area of practice, the firm's costs, and other factors deemed appropriate by the firm, Our hourly rates are subJect, to review and adjustment from time to time; at least annually, based on the foregoing factors. ;Any changes in hourly rates are usually applied prospectively, .although they may also be applied to time that has been recorded but not yet billed. Our attorneys and other personnel will record time spent on your behalf in quarter-hour increments unless otherwise agreed between you and us. We will seek to perform your work cost efficiently. This does not mean, however, that we will necessarily assign an attorney with the lowest hourly rate. When selecting attorneys to perform legal services required by your engagement, we generally consider the skill, ability, and experience levels required for the work, prior commitments of our attorneys, and the time demands: of your matter and other matters, as well as the hourly rates of our attorneys, unless you request otherwise. Under some circumstances. attorneys with higher hourly rates may be assigned; in order to provide specialized legal skills, to complete the rrratter more quickly, to meet time constraints imposed by you or the circumstances, to seek to perform the work at a lower overall professional fee, or because of attorney work loads. Attimes we may Iuse temporary personnel with appropriate credentials to complete- certain work under our supervision. We will charge you for the time of these individuals 000081, 098700, 103573213.2" Mark C. Whitworth City Adm.inistrator October 25, 2010 Page 5 at rates established by us based on their experience and expertise the same as we do .for our direct employees. We gerieralty charge for travel time during, normal business hours at our :.- I . applicable able hourly.rates.Outside hormaFbasiness tours charge Aie-h6 our applicable hou rl rates unless the attorney or other person i§ able.O work whil6lravelihg, If the attorney or other"person works on your behalfwhil Graveling, you applicable, 1. 1 1 1 wJ([0P'c.hpr9ed out No hourly rates regardloss:of the tirne.:Of travel,. If attb TnO, other ,p' k- er"t ts, y-Qrq...prp rspnw.or.sorTofh h0h matters while traveling, you will not be tharged fbr.tlrne during which the. attorney or I other person worked for other, olionts, Expenses and-Other-Charcies OOOQ81, 008700, 105575213.2 Mark C, Whitworth City Administrator` O`ctober' 25, 2010 Page 6 professional fees. In -addition, we have access to other internal and external databases which help to save money and assist in improving the quality of legal research. Our charges, for use of these automated research tools are at vendor invoice plus a percentage estimated to cover internal costs directly related to these services;. Automated trademark research is billed $1.00'per. minute of search time. Automated database services are billed $,50per minute of connect time. Photocopying -and `Telecopying'Charges, Copying is charged at $,20per page for black & white and $1 50 for color: Outgoing faxes are charged at $2,00 per page.within the United States and $3.00 per page internationally: There is.no charge for incoming faxes or for long distance phone charges; associated with fax transmission.. lriivoiceS and Payments Unless otherwise mutually agreed, we generally render monthly invoices for Legal services,. expenses and other charges. 0 invoices ,are due and payable upon receipt. Payment is considered overdue if not,received. within 21 days from the invoice date.,If our invoices are not timely paid, we ma;y withdraw from your representation.,and terminate our services. We may also assess an interest charge an any overdue invoices; whether or not we terminate services.. Payments made on overdue invoices are applied first to the oldest outstanding invoice. If you have any question about any invoice or any fee, expense, or other charge, we urge you to discuss it with us. We want you to be satisfied with the quality of our services and the reasonableness. of our fees Termination Unless we have mutually agreed to continue Ourzttorney-client relationship with respect to other matters, our attorney -client relationship with you will end upon the, completion .of services for the matter to which the accompanying letter applies or upon the earlier terrhfhotion of'our engagement by you or by us. In this regard; you'have.the right to terminate our attorney -client relationship at any time you wish with or without cause. An early termination of our relationship without cause will not, and an early termination of our relationship with cause may not, relieve you of your obligation to pay our reasonable fees, expenses, and other charges incurred before the termination. We also have the right, and sometimes the obligation, to terminate the:engagernent. subject to the ethical standards in the Rules of Professional Conduct. We also reserve the right to suspend ar terminate ourrepresentation, subject to such ethical: standards, if you breach your obligations with respect to the engagement or do not pay the firms invoices as specified. Ownership of Files and Records Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created inconnection with your representation, shall be your property, subject to any lien granted by law, rules of professional conduct and our right to make and retain copies. Upon the closing of our 000081, 098700, 10357321.3.2 Mark C. Whitworth City Administrator October 25, 2010 Page 7 000081, 098700, 103573213.2 Baker Hostetler Baker&Hc).stetler UP 121W Wilshire RQu I I ovard 1,5til Hoor Los Ang0lips, CA9.0025-7120 October 25, 2010 T 31o.no.880,6 F 310,8120-88-5,9 wwwbakeftw . com Re: Waiver of Conflict Dear Mr. Whitworth-, You have requested that Baker &Hos16tl6r, LLP'(,'the, Firm") represent the City, of Vernon ('Vernon"). with respect 0, totax and bonefitm matters. The Firm also represents; Pechiney Cost Plate, Inc. ("Pe, I chthey") ina" matter whe're Vernon is -on the Other side. The Disciplinary Rules of Professional Conduct (the 'Rules") under which we. operate generally discourage representing, twoormore clients Who may have differing or directly adverse interests. However, the Rules. recognize that there. are ihstanc . Os in which a law firm may properly serve multiple clients having potentially adverse interestt. The Rules provide that a law farm may represent two or more clients who have differing or adverse interestsif t - he law1irm reasonably believes, as we do in this instance, that the representation of each client will not be materially affected and if each affected or potent. ially affected client consents to such representation after fait disclosure of the existence, nature, implications and possible adverse consequences of the common representation and, if any, the, advantages involved. The Firm agrees that (i) the attorneys performing legal services for Pechiney.will not have: access to any file materials possessed by the Firm with respect to any Cinc,"PaN CI evolzind G(.jIU/?IhV8I QOSUI A4(nj r,e f) V 11(piston L 6,7 A h 17 u I o :; Now 'i/ork Qjj-:�ji(jo �Vjsjqt) 11 'gion, [)C 000681, 0198700, 103673046.1 Mark C. Whitworth City of Vernon October 25, 2010 Page;,2, representation of Vernon, and .(ii)-4he attorneys. performing legal g-a'I services for Vernon will not have access to any file' materials possessed by'Ah with to any prior, e Firm CA .current :or future representation of Pechiney. If you questions,h a've,any ' or if'this letter - is not consistent with your understanding of ,. yourwaiverofthe Firni's conflict of interest, psjease. Let know as soon as possible. Ib. le. Otherwise, please sign two'(2) copies of this Ietter , in the below. space providedReturn eturn one (1) copy to me and retain one(1) copy for your files. ACKNOWLEDGED AND ACCEPTED as of the date shown below; City Of Vernon B y , Mark, C. -Whitworth City Administrator Dated: 2010 NC/kk ATTEST: Willard G. Yamaguchi, City Clerk APPROVED AS TO.FORM: Willard G. Yamaguchi, Interim City Attorney 000,081, 098700, 163573046.1 November 8, 2010 Neil Carrey, Esq. Baker & Hostetler LLP 12100 Wilshire Boulevard, 15th Floor Los Angeles, CA 90025-7120 Re: Engagement of Counsel and Waiver of Conflict Dear Mr. Carrey: Transmitted herewith is a fully executed original of each of the above -referenced documents, approved by City Council on November 1, 2010, through Resolution No. 2010-159. If you have any questions regarding this matter, please contact me at (323) 583-8811 ext. 175. Very truly yours, WILLARD WA AGIQCQ*11 City Clerk/Ity Attorney WGY:dj Enclosure c: Mark Whitworth Resolution No. 2010-159 Agreement No. 10-079 Baker Hostetler October 25, 2010 VIA ELECTRONIC MAIL AND FIRST CLASS MAIL Mark C. Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Waiver of Conflict Dear Mr. Whitworth: Baker&Hostetler LLP 12100 Wilshire Boulevard 15th Floor Los Angeles, CA 90025-7120 T 310.820.8800 F 310.820.8859 www.bakerlaw.com Neil Carrey direct dial: 310.442.8835 ncarrey@bakerlaw.com You have requested that Baker & Hostetler, LLP ("the Firm") represent the City of Vernon ("Vernon") with respect to tax and benefit matters. The Firm also represents Pechiney Cast Plate, Inc. ("Pechiney") in a matter where Vernon is on the other side. The Disciplinary Rules of Professional Conduct (the "Rules") under which we operate generally discourage representing two or more clients who may have differing or directly adverse interests. However, the Rules recognize that there are instances in which a law firm may properly serve multiple clients having potentially adverse interests. The Rules provide that a law firm may represent two or more clients who have differing or adverse interests if the law firm reasonably believes, as we do in this instance, that the representation of each client will not be materially affected and if each affected or potentially affected client consents to such representation after full disclosure of the existence, nature, implications and possible adverse consequences of the common representation and, if any, the advantages involved. In the event either Vernon or Pechiney, or the Firm, determines that the Firm should not continue to represent both Vernon and Pechiney, we would be prevented from representing either of you, if this conflict were also not waived. In such event, it would be our intention to continue to represent Pechiney and for Vernon to get other attorneys to represent it with respect to the tax and benefit matters. This would also require Vernon's consent. Therefore, by signing this letter, Vernon further consents to the Firm continuing to represent Pechiney if it is determined that the Firm cannot continue to represent both Pechiney and Vernon. In such event , Vernon agrees to get other attorneys to handle the tax and benefit matters. The Firm agrees that (i) the attorneys performing legal services for Pechiney will not have access to any file materials possessed by the Firm with respect to any Cincinnati Cleveland Columbus Costa Mesa Denver Houston Los Angeles New York Orlando Washington, DC 000081, 098700, 103573046.1 Mark C. Whitworth City of Vernon October 25, 2010 Page 2 representation of Vernon, and (ii) the attorneys performing legal services for Vernon will not have access to any file materials possessed by the Firm with respect to any prior, current or future representation of Pechiney. If you have any questions, or if this letter is not consistent with your understanding of your waiver of the Firm's conflict of interest, please let me know as soon as possible. Otherwise, please sign two (2) copies of this letter in the space provided below. Return one (1) copy to me and retain one (1) copy for your files. Very truly yours, /eilarrey BAKER & HOSTETLER P ACKNOWLEDGED AND ACCEPTED as of the date shown below: City of Vernon By: MarX C. Whitworth Cit Admi strator Dated: 12010 NC/kk AT T ;;v7 �7. r. Willard G. Yam guc i, ity Clerk Witllard-'G. Y�amajuqV, Interim City Attorney 000081, 098700, 103573046.1 Baker Hostetler October 25, 2010 Baker&Hostetler LLP 12100 Wilshire Boulevard 15th Floor Los Angeles, CA 90025-7120 T 310.820.8800 F 310.820.8859 www.bakerlaw.com Neil Carrey VIA ELECTRONIC MAIL AND FIRST CLASS MAIL ncarrey@bakerlaw.com Mark C. Whitworth City Administrator City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Engagement of Counsel Dear Mr. Whitworth: Thank you for selecting Baker & Hostetler LLP to represent the City of Vernon in connection with tax and benefit issues. We look forward to serving your needs and to establishing a mutually satisfactory relationship. The purpose of this letter is to confirm our engagement as counsel and to provide you certain information about our fees, billing and collection policies, and other terms that will govern our relationship. We believe it is helpful to explain to our clients the nature and terms of our representation at the beginning of our relationship. Accordingly, we have attached to this letter our firm's Standard Terms of Engagement. You have asked us to perform the following services or functions: Advise you on tax and benefits matters. You have not asked us to perform any other services or functions or assume any other responsibilities. Our professional fees for legal services will be determined primarily by the amount of time our attorneys and other personnel spend performing services on your behalf and their applicable hourly rates. Our attorneys' current hourly rates vary depending upon the experience and expertise of the attorney providing the service and the type of work being handled. For 2010 my hourly rate is $450. In selecting other attorneys in my firm to work on this project with me, I will use my best efforts'to select attorneys having hourly rates equal to or less than my hourly rate. In addition to fees for our professional services, there may be charges for other costs and expenses which we incur in performing services on your behalf. 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 2 If the terms described above and in the attached terms of engagement are acceptable to you, please sign the enclosed copy and return it, in the envelope provided. Upon our receipt of the signed copy, we will begin our work on this matter. We look forward to working with you. Best re ards, Neil Carrey BAKER & HOSTETLER P NC/kk ACKNOWLEDGED AND ACCEPTED as of the date shown below: City of Vernon Y Mar C. Whitworth City Ad 7t(6 istrator Dated: �? 2010 ATT.LST: Willard t. a gc i ity Clerk AP OVED A T ORM: 7z .0 Wi lard G. Yam g h',)Interim City Attorney 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 3 STANDARD TERMS OF ENGAGEMENT Introduction The purpose of this document is to explain our relationship with you, our billing practices, our obligations to you, and your obligations to us in the belief that our relationship will benefit from a mutual understanding of these matters at the beginning of our relationship. - We urge you to call us any time you have any question relating to any of these matters. We strive to have satisfied clients and your satisfaction is very important to us. Your agreement to this engagement constitutes your acceptance of the following terms and conditions. If you find any of these terms and conditions unacceptable, please tell us now so that we can try to resolve any differences and proceed on a mutually satisfactory basis. Our Relationshi Our engagement and the legal services we will provide are limited to the matter described in the accompanying letter. Any change in our engagement or the legal services we are to provide to you must be mutually approved in writing. The services we provide are strictly legal services; we do not provide business, personal, financial, investment, accounting or other services. You will provide us with the factual information and materials we need to perform the legal services identified in the accompanying letter, and we will perform the necessary legal services and give you the necessary legal advice. You will make all business, personal, financial, investment, or accounting decisions that are required, including in the case of litigation, the decision whether or not to settle the case. You will not rely on us for business, personal, financial, investment, or accounting advice and will not expect us to investigate the character or credit of persons or entities with whom you are dealing, unless we have expressly agreed to do so in the accompanying letter. Confidentiality and Other Matters As your attorneys, we owe you duties of confidentiality, loyalty, and competent and zealous representation. We are required to preserve your confidences and secrets. This obligation and the attorney -client communication privilege exist in order to facilitate and encourage candid communication between a client and his or her attorney. We can adequately represent you and give you sound legal advice only if you make us aware of all information and documents that might be relevant to the matter we are undertaking for you. Accordingly, we urge you to communicate with us fully and without reservation so that we can properly perform legal services for you and give you legal advice with respect to the matter on which you have engaged us. You should understand, however, that in those matters where we are representing a corporation or other legal entity, our attorney -client relationship is with that specific corporation or legal entity and not with its individual officers, directors, executives, employees, shareholders, partners, or other persons in similar positions, or with its 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 4 parent, subsidiary, or affiliated corporations or persons. In such cases, our professional duties are owed only to the corporation or legal entity that we have agreed to represent, and you will not assert a conflict of interest because we represent other persons, corporations, or entities that are adverse to any of such related persons, corporations, or other legal entities. In some situations where there is no conflict of interest, we may represent individual officers, directors, executives, or employees, or parent, subsidiary, or affiliated corporations of a corporation or other legal entity as well as the corporation or other legal entity but such multiple representations will be clearly stated in the accompanying letter. Professional Fees In determining the professional fee for our legal services we are generally guided primarily by the amount of time devoted to your matter and the hourly rates of the attorneys performing the services, although we offer other fee arrangements in appropriate situations. If another fee arrangement has been mutually agreed to for your work, it will be set forth in the accompanying letter. We may also consider other factors, as appropriate, including: the novelty and difficulty of the legal issues involved; the legal skill required to do the work; the fee customarily charged by comparable law firms for similar legal services; the importance of the work to you or the amount of money involved or at risk and the results obtained; any time constraints imposed by you or the circumstances; and the nature and length of our professional relationship with you. The hourly rate assigned to each attorney reflects his or her ability, experience, reputation, market rates in each location for his or her area of practice, the firm's costs, and other factors deemed appropriate by the firm. Our hourly rates are subject to review and adjustment from time to time, at least annually, based on the foregoing factors. Any changes in hourly rates are usually applied prospectively, although they may also be applied to time that has been recorded but not yet billed. Our attorneys and other personnel will record time spent on your behalf in quarter-hour increments unless otherwise agreed between you and us. We will seek to perform your work cost efficiently. This does not mean,. however, that we will necessarily assign an attorney with the lowest hourly rate. When selecting attorneys to perform legal services required by your engagement, we generally consider the skill, ability, and experience levels required for the work, prior commitments of our attorneys, and the time demands of your matter and other matters, as well as the hourly rates of our attorneys, unless you request otherwise. Under some circumstances, attorneys with higher hourly rates may be assigned in order to provide specialized legal skills, to complete the matter more quickly, to meet time constraints imposed by you or the circumstances, to seek to perform the work at a lower overall professional fee, or because of attorney work loads. At times we may use temporary personnel with appropriate credentials to complete certain work under our supervision. We will charge you for the time of these individuals 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 5 at rates established by us based on their experience and expertise the same as we do for our direct employees. We generally charge for travel time during normal business hours at our applicable hourly rates. Outside normal business hours we charge one-half our applicable hourly rates unless the attorney or other person is able to work while traveling. If the attorney or other person works on your behalf while traveling, you will be charged our applicable hourly rates regardless of the time of travel. If the attorney or other person works on other clients' matters while traveling, you will not be charged for time during which the attorney or other person worked for other clients. Expenses and Other Charaes In addition to fees for our professional services, our statements will include out-of- pocket expenses we incur (e.g., filing fees, court reporter fees, expert witness fees, overnight courier fees, travel, and postage) and internal charges we make for other services we provide (e.g., copying, computerized legal research, long distance telephone, and faxes) in connection with performing legal services on your behalf. Out - of pocket expenses incurred will be billed at our cost, which in some cases may be estimated. Internal charges (which may exceed direct costs and allocated overhead expense) will be billed at amounts that reflect the value of the service or industry practice. Further detail regarding any expenses or other charges will be furnished upon request. We may request an advance expense deposit from you in matters where we expect that we will be required to incur substantial out-of-pocket costs on your behalf. Travel Expenses. For automobile travel, we customarily reimburse our attorneys and other personnel and charge you the Internal Revenue Service approved mileage rate, plus parking and tolls outside the cities in which our offices are located. Actual cost is always charged for airfare, auto rental, cab fare, meals, and lodging. Our attorneys and other personnel are required to travel coach class, lowest logical airfare, unless you request or approve other arrangements in advance, the air travel time exceeds four hours, or circumstances warrant otherwise. In the latter two cases, travel will be by business class if available or first class if it is not. Delivery and Communications Expenses. Postage on mail in excess of two ounces per item is billed at cost. Air express, outside local messenger services and courier services are billed at cost. Use of our own messengers for local deliveries is charged at rates generally competitive with local messenger services. Long-distance telephone calls are charged at costs estimated using rate tables provided by our primary vendors. Local mobile phone calls to or from clients are billed at cost, exclusive of phone rental and lease costs, which are absorbed by the caller. Computerized Research and Database Charges. We utilize Lexis-Nexis and Westlaw to provide primary automated research services that assist in reducing your 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 6 professional fees. In addition, we have access to other internal and external databases which help to save money and assist in improving the quality of legal research. Our charges for use of these automated research tools are at vendor invoice plus a percentage estimated to cover internal costs directly related to these services. Automated trademark research is billed $1.00 per minute of search time. Automated database services are billed $.50 per minute of connect time. Photocopying and Telecopying Charges. Copying, is charged at $.20 per page for black & white and $1.50 for color. Outgoing faxes are charged at $2.00 per page within the United States and $3.00 per page internationally. There is no charge for incoming faxes or for long distance phone charges associated with fax transmission. Invoices and Payments Unless otherwise mutually agreed, we generally render monthly invoices for legal services, expenses and other charges. Our invoices are due and payable upon receipt. Payment is considered overdue if not received within 21 days from the invoice date. If our invoices are not timely paid, we may withdraw from your representation and terminate our services. We may also assess an interest charge on any overdue invoices, whether or not we terminate services. Payments made on overdue invoices are applied first to the oldest outstanding invoice. If you have any question about any invoice or any fee, expense, or other charge, we urge you to discuss it with us. We want you to be satisfied with the quality of our services and the reasonableness of our fees. Termination Unless we have mutually agreed to continue our attorney -client relationship with respect to other matters, our attorney -client relationship with you will end upon the completion of services for the matter to which the accompanying letter applies or upon the earlier termination of our engagement by you or by us. In this regard, you have the right to terminate our attorney -client relationship at any time you wish with or without cause. An early termination of our relationship without cause will not, and an early termination of our relationship with cause may not, relieve you of your obligation to pay our reasonable fees, expenses, and other charges incurred before the termination. We also have the right, and sometimes the obligation, to terminate the engagement subject to the ethical standards in the Rules of Professional Conduct. We also reserve the right to suspend or terminate our representation, subject to such ethical standards, if you breach your obligations with respect to the engagement or do not pay the firm's invoices as specified. Ownership of Files and Records Except as to records which belong to the firm, records or files which we receive from you and documents that are produced or created in connection with your representation, shall be your property, subject to any lien granted by law, rules of professional conduct and our right to make and retain copies. Upon the closing of our 000081, 098700, 103573213.2 Mark C. Whitworth City Administrator October 25, 2010 Page 7 files after termination of the engagement, we will return records belonging to you unless you request otherwise, or unless special circumstances require us to retain such records. If you request that we retain your files we may ask that you bear the costs of storage. We shall require from you written authorization to transfer any property belonging to you to a third party. Under our record retention policy we normally destroy files ten years after a matter is closed. It is understood and agreed that we shall have the right, at our discretion, to dispose of files which have not been returned to, you at such time that we determine that such files need no longer be retained. 000081, 098700, 103573213.2 RECEIVED OU 2 s 2010 STAFF REPORT CITY CLERK'S OFFICE City Attorney TO: Honorable Mayor and City Council FR: Willard G. Yamaguchi, Chief Deputy City Attorney DA: October 27, 2010 RE: Baker & Hostetler Legal Services Due to complex tax and benefits issues facing the City, it is hereby recommended that the City engage the law office of Baker & Hostetler. cc: Mark Whitworth