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Resolution No. 2010-173RESOLUTION NO. 2010-173 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ENGAGEMENT LETTER AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP FOR LEGISLATIVE AND ADMINISTRATIVE ADVOCACY SERVICES WHEREAS, the City of Vernon ("City") desires to engage a consultant to provide services in legislative and administrative advocacy services in the State of California (the "Services"); and WHEREAS, Nielsen, Merksamer, Parrinello, Mueller & Naylor, LLP ("Nielsen") is qualified and capable of furnishing the labor, materials and expertise.necessary to perform the Services; 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 an Engagement Letter Agreement with Nielsen for legislative and administrative advocacy 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 Letter Agreement (the "Agreement"), in substantially the form attached hereto as Exhibit A, and authorizes the City Administrator to make modifications to the Agreement. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor or Mayor Pro-Tem to execute the 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 the City Clerk's designee, to send a fully executed Agreement to Nielsen. 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 15th day of November, 2010. \.icy �-icin Name: Hilario Gonzales Title: Mayor /eMayor,iPr011 -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. 2010-173, 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, November 15, 2010, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this 1L day of November, 2010, at Vernon, California. illard G. a agu , City Clerk (SEAL) -3- EXHIBIT A NIELSEN, MERKSAMER,. PARRINELLO, MUELLER & NAYLOR, LLP ATPORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 November 3, 2010 VIA FEDERAL EXPRESS ATTORNEY --CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL Mr. Mark Whitworth City Administrator City of Vernon c/o Mr. George Mihlsten Latham & Watkins 633 W. 511 Street, 38tn Floor Los Angeles, CA 90071 Re: EngggQMent for Services Dear Mr. Whitworth: This letter sets forth the terms of your engagement of this firm to represent the City of Vernon effective November 15, 2010 concerning.legislative and administrative advocacy in connection with potential legislation affecting the City of Vernon. Before we can proceed with such advocacy, you must sign and return to us the enclosed Lobbying Firm Authorization (FPPC Form 602), disclosing that you wish this firm to influence the following agencies on your behalf: the Legislature, Governor's Office, the Department of Finance and the Business, Transportation and Housing Agency. As we discussed, state law requires that this firm file the Authorization as a public document with the Secretary of State and also requires that you and this firm file quarterly reports thereafter which disclose your lobbying activities and ours, the payments you make for -and in connection with these efforts, and any other payments you make to influence legislative or administrative action. The amount disclosable on these lobby disclosure reports will be clearly marked on each invoice. MARIN COUNTY OFFICE + 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389-6800 W W W.NMGOVLAW.COM Mr. Whitworth November 3, 2010 Page 2 Although I will be involved with project strategy, I will not contact any legislative, administrative or executive officials in connection therewith. All such contact will be made by Gene-Erbin, Jim Gross, Alan Fernandes and Kristy Wiese who are registered to.iobby. As we have discussed, Kristy is .a member of our government relations team but is not licensed to practice law. We may call on other members of my law firm for assistance as we determine necessary. If you request us to perform lobbying or other services not provided for in this letter, a separate written agreement between us will be required. 1. Fees and Services Our fees are calculated based on hourly rates for the personnel involved, multiplied by the hours devoted on your behalf. We will invoice you monthly for services rendered as well as for expenses incurred in connection with this representation. Invoices are'due and payable upon receipt and are past due in 30 days. Gene and I will be the attorneys primarily responsible for your legal work although other firm personnel may assist us, as we deem appropriate. Our rates for all firm personnel described above range from $355 an hour to $865 an hour. As described in the attached Billing Policy Statement, our hourly rates are subject to periodic increase, commencing January 1 of each year. The firm will prepare and, subject to your review and approval, file Lobby Form 635 disclosure reports on your behalf based on the information which you provide us. This work will be done by our political reports specialists (PRS), whose current hourly rates are $120.00. The PRS Unit Supervisors currently bill between $145.00 and $275.00 per hour depending on the tasks being performed. . The report will be reviewed and approved by Steve Lucas. The expenses for which you will be billed include $60.00 per month for the software necessary to prepare and electronically file your Lobbyist Employer reports as required by law. This amount is subject to possible adjustment as of January 15t of each year or in response to a change in circumstances. Pursuant to our firm policy and as discussed in the attached Billing Policy Statement, before proceeding with this legal work and in exchange for our agreement to represent you, we have Mr. Whitworth November 3, 2010 Page 3 billed you a minimum payment of $50,000. This payment is fully earned by us upon your execution of this agreement. Services exceeding the minimum fee payment will be billed on the rates set forth above. Attached is our invoice for this amount. The scope_ of this engagement does not confer "consultant status on any of the attorneys and other firm personnel providing services for you; therefore, we are not subject to the public disclosure requirements as a "public official" under your conflict of interest code. Only consultants who 1) actually make specified types of government decisions, or 2) who serve as agency staff and in that capacity perform all or substantially all the same duties as a staff member are considered "public officials." We will only accept this engagement if it does not, under your conflict code, qualify any Nielsen Merksamer attorney or other personnel.as public officials. 2. Conflict and Waivers It is important for you to understand that our law firm represents many clients who participate in the governmental and political process primarily in California but also nationwide Also, since 1975, Nielsen Merksamer has represented thousands of clients in dealing with, and/or litigating for or against, various governmental agencies and complying with federal, state and local political laws, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects for other clients having different governmental or political objectives, beliefs or views from you. Additionally, Nielsen Merksamer performs a variety of professional services for its clients, including general counsel matters, litigation, legislative advocacy, regulatory law, political and strategic advice, coalition building, fundraising, and ballot measure and PAC compliance (including preparing federal, state or local disclosure forms). It is certainly possible, even likely, that we will represent these and future clients on matters that may or will be adverse in some way to your interests, but which are not directly related to the matters for which you are retaining us. By signing this letter and returning it to us, you acknowledge that we have discussed these matters with you, and you confirm that you do not object to our representation of clients on matters where their governmental or political objectives and/or positions may be different from or adverse to Mr. Whitworth November 3, 2010 Page 4 yours, and that you do not object to our representation of such clients on such matters. You further agree that you will not assert any conflict of interest concerning such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity. Should an actual conflict of interest arise, we will apprise you promptly so that you can decide whether you..wish to obtain independent counsel. 3 AcknowledgMgnt Please read the attached Billing Policy Statement dated January 1, 2010, as it forms part of our agreement. If the foregoing terms of this letter, along with our Billing Policy. Statement, are agreeable to you, please sign the enclosed duplicate original of this letter where indicated below and return it to Your signature indicates your informed written consent to our representation in accord with the above terms. We encourage you to seek independent counsel regarding the import of this agreement, if you so desire. This agreement will not take effect, and we will have no obligation to provide legal services, until we receive a signed copy of this letter agreement, together,with,the payment discussed above, in our office in Sacramento but its effective date will be retroactive to the date we first performed services. Once received by us, this letter agreement, together with the Billing Policy Statement, constitute a contract for the services referenced above. Wee look forward to a mutually beneficial working relationship and will do our best to represent you effectively. For additional information regarding our firm, individual attorneys, and practice areas, please visit our website at www.nmgovlaw.com. Should you have any questions, please do not hesitate to contact me at the above telephone number or by email at smerksamer@nmgovlaw.com. Very truly yours, Steven A. Merksamer Mr. Whitworth November 3, 2010 Page 5 SAM/en Enclosures The undersigned agrees to the terms of this letter agreement and attached Billing Policy Statement. City of Vernon By: Title: Date: ATTEST: Willard G. Yamaguchi, City Clerk APPROVED AS TO FORM.: Willard G. Yamaguchi, Interim City Attorney NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 BILLING -POLICY STATEMENT AND OTHER INFORMATION RELATED TO THE ATTORNEY CLIENT AGREEMENT To_ Our Clients Nielsen Merksamer provides clients with monthly invoices for services performed and expenses incurred in connection with the representation. Invoices are due and payable upon receipt and are past due in 30 days. Experience has shown that the attorney -client relationship works best when there is a mutual understanding about fees, expenses, billing and payment terms. Accordingly, this statement is intended to explain briefly our billing policies and procedures and other issues related to the attorney -client relationship. We encourage our clients to discuss with us any questions they may have.concerning these policies and procedures, either at the inception of our engagement or during its course. Any specific billing arrangements different from the policy of the firm outlined below will be confirmed in a separate written agreement between the client and the firm. 1. FEIN. Nielsen Merksamer's Federal Employer Identification Number is 94-2908148. 2. Fees for Professional Services. Unless a retainer or project fee is specified_ in our engagement letter, usually fees are calculated by multiplying the number of hours devoted to a client's specific project by the hourly rates of the personnel rendering the services. In circumstances where time is required for more than one client, a portion of the development time may be charged to each benefitted client. In certain cases, which will be discussed in advance with the client and agreed in writing, our fee will be based upon January 1, 2010 MARIN COUNTY OFFICE • 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389.6800 W W W.NMGOVLAW.COM the novelty or difficulty of the issue, or the time or other limitations imposed by the client. Hourly rates are set-to reflect the skill and experience of the.attorney or other personnel rendering services on a client's behalf. Attorneys in the firm are generally billed at rates from $300 to $865 per hour, and political report specialists, paralegals, law clerks and non-attorney'lobbyists are billed at rates from $75 to $355 per hour. IThese hourly rates are reviewed annually and may be adjusted, effective January 1 of any given year. All adjusted rates will be reflected on our subsequent billing statements. If you decline to pay any increased rates, Nielsen Merksamer will have the right to withdraw as your lawyers. 3. Fees for Other Services and Expenses. It is our policy to serve all of our clients with effective support systems, while at the same time allocating fees and expenses of such systems in accordance with the extent of usage by individual clients. Therefore, in addition to our fees for professional services, we also charge for certain other services and expenses, including but not limited to those relating to telephone, telecopier, postage, photocopying, staff overtime when required by the nature of the project, computerized research and computer services for campaign and/or lobbying report preparation, client -secure website services, messenger services, and court filing fees and other court -related costs and expenditures such as court reporter and transcription fees, and expert witness,and consultant fees. 4. Advance Payment. It is our policy to obtain a one-time minimum fee payment from clients in exchange for the firm's agreement to represent you and to make itself and its attorneys available to perform the legal services described in the engagement letter. This fee is fully earned upon our agreement to represent you. Services exceeding the amount of the minimum fee payment will be billed at the rates" set forth in our engagement letter." Additionally, we reserve the right to require an additional advance payment, or a payment to the firm's trust account, prior to incurring large amounts of attorney time or expense not anticipated in the near future. 2 January 1, 2010 5. Monthly Invoices and Payment: Client Responsibilities. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, and expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month. Failure to pay invoices on a timely basis subjects a client to discontinuance of legal service at the option of the firm. The firm will give the client due notice of an intention to discontinue service. Client agrees to be candid and cooperative with Nielsen Merksamer, keep Nielsen Merksamer reasonably informed of developments and of client's address, telephone number and whereabouts, and timely make any payments as required by the Engagement for Services. 6. Internet Communications. If you wish to communicate with us, on to have us communicate with you, via the Internet, we will accommodate you. Nielsen Merksamer cannot, however, guarantee that such communications will remain confidential or that, if obtained by an unauthorized third party, will remain protected by the attorney -client privilege.. 7. Discharae And/or Withdrawal of Attorney. Nielsen Merksamer may withdraw as your counsel at any time, so long as such withdrawal is not inconsistent with the Rules of Professional Conduct of the State Bar of California. Notwithstanding the discharge of Nielsen Merksamer or Nielsen Merksamer's withdrawal, you will remain obligated to pay Nielsen Merksamer for all services provided at the agreed rate(s) and for costs incurred, before the discharge or withdrawal. 8. Destruction Qf Fil2s. After our representation of you has concluded, you have the right to immediate possession of your files, if you choose. If you do not take them within three years, by signing the engagement letter with Nielsen Merksamer, you authorize the firm to destroy the files without further notice to you. If you have any questions concerning the above policies, please contact us immediately., 3 January 1, 2010 NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 November 1, 2010 Mr. Mark Whitworth City Administrator City of Vernon c/o Mr. George Mihlsten Latham & Watkins 633 W. 51" Street, 38t" Floor Los Angeles, CA 90071 Advance payment of minimum fee in connection with potential legislation affecting the City of Vernon: 50 ODD TOTAL BILLING 50 000 Note: A detailed statement reflecting all current fees and costs will be provided on a monthly basis. Our bills for professional services are due upon presentation. Account No. 7243.02 SAM/en PLEASE REFERENCE YOUR CHECK WITH THE ACCOUNT NUMBER AS SHOWN ON THE BOTTOM OF YOUR INVOICE, SO YOUR ACCOUNT CAN BE PROPERLY CREDITED, THANK YOU. MARIN COUNTY OFFICE • 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389-6800 W W W.NMGOVLAW,COM Lobbying Firm Activity Authorization. Government Code Section 86104) Check one box, if applicable El Lobbyist Employer (Gov. Code Section 82039.5) 13 Lobbying Coalition (FPPC Regulation 18616.4) Type or Print in Ink NAME OF FILER: City of Vernon and Street) 4305 S. Santa Fe Avenue Same as Above Vemon 2009-2010 (Insert Years) Page 1 of 2 C.A. I hereby authorize NIELSEN, MERKSAMER, PARRINELLO, MUELLER AND NAYLOR LLP (Name of Lebbying Firm) 1415 L STREET, SUITE 1200, SACRAMENTO, CA 93814 (Business Address) E DATE 11/15/10 (Zip Code) TELEPHONE NUM 323) 583-8811 90058 A. v.njnF-.,- to engage in the activities of a lobbying firm (as defined in California Government Code Section 82038.5 and 2 Cal. Code of Regs. Section 18238.5) on behalf of the above named employer. If you are authorizing another lobbying firm to lobby on behalf of your firm's client(s), provide the name(s) of the client(s) below. (It is not necessary to complete the Nature and Interest section,) NAME OF SUBCONTRACTED CLIENT: f4AME OF SUBCONTRACTED CLIENT: CLIENT: OF VERIFICATION I have used all reasonable diligence in preparing this Statement. I have reviewed this Statement and to the best of my knowledge the information contained herein is true and complete. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on 111 /10 By DATE SIGNATURE OF RESPONSIBLE OFFICER Name of Responsible Officer Mark Whitworth Title City Administrator PRINT OR TYPE --' FPPC Form 602 (7/98) For Technical Assistance: 9161332.5660 Lobbying Firm Activity Authorization SEE INSTRUCTIONS OF REVERSE Type or Print In Ink W s rWF Arrn RQ - - City of Vernon Nature and Interests of Lobbyist Employer Check one box only: ❑ INDIVIDUAL (Complete only Parts A and E) ❑ BUSINESS ENTrry (Complete_only Parts B and E) 1. Name and address of employer (or principal place of business if self employed): B. Business Entity Description of business activity in which engaged: ❑ INDUSTRY, TRADE OR PROFESSIONAL ASSN. (Complete only Parts C an aged: IK OTHER (e.g., lobbying coalition) (Complete only E) Pam D and E) ity in which you or your employer are C. Industry, Trade or Professional Association 2. Specific description of any portion or faction of the industry, trade, or 1 Descrilion of Industryprofession which the association exclusively or primarily represents: p , trade or profession represented: ...........................:............................................................. 3. Number oFmembers in association (check appropriate box) ❑ 50 OR LESS (provide names of all members on an attachment.) ❑ MORE THAN So D. Other 2. Description of any trade, profession, or other group with a common 1. Statement of nature and purposes: economic interest which is principally represented or from which membership or financial support is principally derived: City E. Industry Group Classification Check one box which most accurately describes the industry group which you represent. See instructions on reverse. BUSINESS (Check one of the following sub -categories) ❑ AGRICULTURE ❑ LEGAL ❑ ENTERTAINMENT/RECREATION ❑ OIL AND GAS ❑ EDUCATION ❑ .PUBLICEMPLOYEES ❑ FINANCE/lNSURANCE ❑ PROFESSIONALrTRADE 0 GOYERNMENT ❑ POLITICAL ORGANIZATIONS ❑ LODGING/RESTAURANTS ❑ REAL ESTATE ❑ HEALTH ❑ UTILITIES ❑ MANUFACTURiNGANDUSTRIAL ❑ TRANSPORTATION ❑ LABOR UNIONS ❑ OTHER: ❑ MERCHANDISE/RETAIL ❑ OTHER: (Describe in detail) (Specific Description) FPPC Form 602 (7198) For Technical Assistance: 6161M.SW CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: November 18, 2010 TO: Kristen Enomoto, Deputy City Clerk FROM: Willard Yamaguchi, City Clerk RE: Resolution No. 2010-173 - A Resolution of the City Council of the City of Vernon Approving and Authorizing the Execution of an Engagement Letter Agreement by -and Between the City of Vernon and Nielsen, Merksamer, Parrinello, Mueller & Naylor, LLP for. Legislative and Administrative Advocacy Services Transmitted herewith for hand delivery is the required check as specified in the agreement in the amount of $50,000, a fully executed original agreement, and a copy of Resolution No. 2010 173, referenced above, which was approved by City Council on November 15, 2010.` Thank you. WY: dj Attachments c: Resolution No. 2010-173 Agreement No. 10-080 CITY OF VERNON ACCOUNTS PAYABLE CHECK NO. 331776 PLEASE DETACH BEFORE DEPOSITING NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 November 3, 2010 VIA FEDERAL EXPRESS ATTORNEY -CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL Mr. Mark Whitworth City Administrator City of Vernon c/o Mr. George Mihlsten Latham & Watkins 633 W. 51h Street, 38th Floor Los Angeles, CA 90071 , Re: Engagement for Services Dear Mr. Whitworth: This letter sets forth the terms of your engagement of this firm to represent the City of Vernon effective November 15, 2010 concerning legislative and administrative advocacy in connection with potential legislation affecting the City of Vernon. Before we can proceed with such advocacy, you must sign and return to us the enclosed Lobbying Firm Authorization (FPPC Form 602), disclosing that you wish this firm to influence the following agencies on your behalf: the Legislature, Governor's Office, the Department of Finance and the Business, Transportation and Housing Agency. As we discussed, state law requires that this firm file the Authorization as a public document with the Secretary of State and also requires that you and this firm file quarterly reports thereafter which disclose your lobbying activities and ours, the payments you make for•and in connection with these efforts, and any other payments you make to.influence legislative or administrative action. The amount.di.sclosable on these lobby disclosure reports will be clearly marked on each invoice. MARIN COUNTY OFFICE • 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389-6800 W W W.NMGOVLAW.COM Mr. Whitworth November 3, 2010 Page 2 Although I will be involved with project strategy, .I will not contact any legislative, administrative or executive officials in connection therewith. All such contact will be made by Gene-Erbin, Jim Gross, Alan Fernandes and' Kristy Wiese who are registered to lobby. As we have discussed, Kristy is a member of our government relations team but is not licensed to practice law. We may call on other members of my law firm for assistance as we determine necessary.. If you request us to perform lobbying or other services not provided for in this letter, a separate written agreement between us will be required. 1. Fees and Services Our fees are calculated based on hourly rates for the personnel involved, multiplied by the hours devoted on your behalf. We will invoice you monthly for services rendered as well as for expenses incurred in connection with this representation. Invoices are'due and payable upon receipt and are past due in 30 days. Gene and I will be the attorneys primarily responsible for your legal work although other firm personnel may assist us, as we deem appropriate. Our rates for all firm personnel described above range from $355 an hour to $865 an hour. As described in the attached Billing Policy Statement, our hourly rates are subject to periodic increase, commencing January 1 of each year. The firm will prepare and, subject to your review and approval, file Lobby Form 635 disclosure reports on your behalf based on the information which you provide us. This work will be done by our political reports specialists (PRS), whose current hourly rates are $120.00. The PRS Unit Supervisors currently bill between $145.00 and $275.00 per hour depending on the tasks being performed. The report will be reviewed and approved by Steve Lucas. The expenses for which you will be billed include $80.00 per month for the software necessary to prepare and electronically file your Lobbyist Employer reports as required by law. This amount is subject to possible adjustment as of January 15t of each year or in response to a change in circumstances. Pursuant to our firm policy and as discussed in the attached Billing Policy Statement, before proceeding with this legal work and in exchange for our agreement to represent you, we have Mr. Whitworth November 3, 2010 Page 3 billed you a minimum payment of $50,000. This payment is fully earned by us upon your execution of this agreement. Services exceeding the minimum, fee payment will be billed on the rates set forth above. Attached is our invoice for this amount. The scope of this engagement does not confer "consultant" status on any of the attorneys and other firm personnel providing services for you; therefore, we are not subject to the public disclosure requirements as a "public official" under your conflict of interest code. Only consultants who 1) actually make specified types of government decisions, or 2) who serve as agency staff and in that capacity perform all or substantially all the same duties as a staff member are considered "public officials." We will only accept this engagement if it does not, under your conflict code, qualify any Nielsen Merksamer attorney or other personnel as public officials. 2. Conflict and Waivers It is important for you to understand that our law firm represents many clients who participate in the governmental and political process primarily in California but also nationwide. Also, since 1975, Nielsen Merksamer has represented thousands of clients in dealing with, and/or litigating for or against, various governmental agencies and complying with federal, state and local political laws, and we are accepting new engagements all the time. It is virtually inevitable that we will work on projects for other clients having different governmental or political objectives, beliefs or views from you. Additionally, Nielsen Merksamer performs a variety of professional services for its clients, including general counsel matters, litigation, legislative advocacy, regulatory law, political and strategic advice, coalition building, fundraising, and ballot measure and PAC compliance (including preparing federal, state or local disclosure forms). It is certainly possible, even likely, that we will represent these and future clients on matters that may or will be adverse in some way to your interests, but which are not directly related to the matters for which you are retaining us. By signing this letter and returning it to us, you acknowledge that we have discussed these matters with you, and you confirm that you do not object to our representation of clients on matters where their governmental or political objectives and/or positions may be different from or adverse to Mr Whitworth November 3,2010 Page 4 yours, and -that you do not object to our representation of such clients on such matters. You further agree that.you will not assert any conflict of interest concerning.such representation or attempt to disqualify this firm from representing such clients notwithstanding such adversity. Should an actual conflict of interest arise, we will apprise you promptly so that you can 'decide whether you wish to obtain independent counsel. 3 Acknowledgwgnt Please read the attached Billing Policy Statement dated January 1, 2010, as it.forms part of our agreement. If the foregoing terms of this letter, along with our Billing Policy Statement, are agreeable to you, please sign the enclosed duplicate original of this letter where indicated below and return it to me. Your signature indicates your informed written consent to our representation in accord with the above terms. We encourage you to seek independent counsel regarding the import of this agreement, if you so desire. This agreement will not take effect, and we will have no obligation to provide legal services, until we receive a signed copy of this letter agreement, together, with the payment discussed above, in our office in Sacramento but its effective. date will be retroactive to the date we first performed services.. Once received by us, this letter agreement, together with the Billing Policy Statement, constitute a contract for the services referenced above. We look forward to.a mutually beneficial working relationship and will do our best to represent you effectively. For additional information regarding our firm, individual attorneys, and practice areas, please visit our website at www.nmgovlaw.com. Should you have any questions, please do not hesitate to contact me at the above telephone number or by email at s.merksamer@nmgovlaw.Com. Very truly yours, Steven A. Merksamer Mr. Whitworth November 3, 2010 Page 5 SAM/en Enclosures The undersigned agrees to the terms of this letter agreement and attached Billing Policy Statement. City of Vernon By: Title: Mayor s Date: : Z'1 �3 AT4ST, lard G. YaXagy/chfj City Clerk Willard-'G. Yamguc/ii,//I)iterim City Attorney NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 BILLING -POLICY STATEMENT AND OTHER INFORMATION RELATED TO THE ATTORNEY CLIENT AGREEMENT To O'ur Clients Nielsen Merksamer provides clients with monthly invoices for services performed and expenses incurred in connection with the representation. Invoices are due and payable upon receipt and are past due in 30 days. Experience has shown that the attorney -client relationship works best when there is a mutual understanding about fees, expenses, billing and payment terms. Accordingly, this statement is intended to explain briefly our billing policies and procedures and other issues related to the attorney -client relationship. We encourage our clients to discuss with us any questions they may have concerning these policies and procedures, either at the inception of our engagement or during its course. Any specific billing arrangements different from the policy of the firm outlined below will be confirmed in a separate written agreement between the client and the firm. 1.- FEIN. Nielsen Merksamer's Federal Employer Identification Number is 94-2908148. 2. Fees for Professional Services. Unless a retainer or project fee is specified in our engagement letter, usually fees are calculated by multiplying the number of hours devoted to a client's specific project by the hourly rates of the personnel rendering the services. In circumstances where time is required for more than one client, a portion of the development time may be charged to each benefitted client. In certain cases, which will be discussed in advance with the client and agreed in writing, our fee will be based upon January 1, 2010 MARIN COUNTY OFFICE • 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389-6800 W W W.NMGOVLAW.COM the novelty or difficulty of the issue, or the time or other limitations imposed by the client. Hourly rates are set to reflect the skill and experience of the attorney or other personnel rendering services on a client's behalf. Attorneys in the firm are generally billed at rates from $300 to $865 per hour, and political report specialists, paralegals, law clerks and non -attorney lobbyists are billed at rates from $75 to $355 per hour. These hourly rates are reviewed annually and may be adjusted, effective January 1 of any given year. All adjusted rates will be reflected on our subsequent billing statements. If you decline to pay any increased rates, Nielsen Merksamer will have the right to withdraw as your lawyers. 3. Fees for other Services and Expenses. It is our policy to serve all of our clients with effective support systems, while at the same time allocating fees and expenses.of such systems in accordance with the extent of usage by individual clients. Therefore, in addition to our fees for professional services, we also charge for certain other services and expenses`, including but not limited to those relating to telephone, telecopier, postage, photocopying, staff overtime when required by the nature of the project, computerized research and computer services for campaign and/or lobbying report preparation, client -secure website services, messenger services, and court filing fees and other court -related costs and expenditures such as court reporter and transcription fees, and expert witness and consultant fees. 4. Advance Payment. It is our policy to obtain a one-time minimum fee payment from clients in exchange for the firm's agreement to represent you and to make itself and its attorneys available to perform the legal services described in the engagement letter. This fee is fully earned upon our agreement to represent you. Services exceeding the amount of the minimum fee payment will be billed at the rates set forth in our engagement letter. Additionally, we reserve the right to require an additional advance payment, or a payment to the firm's trust account, prior to incurring large amounts of attorney time or expense not anticipated in the near future. 2 January 1, 2010 5. Monthly Invoices and Payment: Client Responsibilities. Each monthly invoice reflects both professional and other fees for services rendered through the end of the prior month, and expenses incurred on the client's behalf that have been processed by the end of the prior month. Processing of some expenses is delayed until the next month. Failure to pay invoices on a timely basis subjects a client to discontinuance of legal service at the option of the firm. The firm will give the client due notice of an intention to discontinue service. Client agrees to be candid and cooperative with Nielsen Merksamer, keep Nielsen Merksamer reasonably informed of developments and of client's address, telephone number and whereabouts, and timely make any payments as required by the Engagement for Services. 6. Internet Communications. If you wish to communicate with us, or to have us communicate with you, via the Internet, we will accommodate you. Nielsen Merksamer cannot, however, guarantee that such communications will remain confidential or that, if obtained by an unauthorized third party, will remain protected by the attorney -client privilege. 7. Discharge And/Or Withdrawal of Attorney. Nielsen Merksamer may withdraw as your counsel at any time, so long as such withdrawal is not inconsistent with the Rules of Professional Conduct of the State Bar of California. Notwithstanding the discharge of Nielsen Merksamer or Nielsen Merksamer's withdrawal, you will remain obligated to pay Nielsen Merksamer for all services provided at the agreed rate(s) and for costs incurred, before the discharge or withdrawal. 8. Destruction of Files. After our representation of you has concluded, you have the right to immediate possession of your files, if you choose. If you do not take them within three years, by signing the engagement letter with Nielsen Merksamer, you authorize the firm to destroy the files without further notice to you. If you have any questions concerning the above policies, please contact us immediately. 3 January 1, 2010 NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 November 1, 2010 Mr. Mark Whitworth City Administrator City of Vernon c/o Mr. George Mihlsten Latham & Watkins 633 W. 5t" Street, 38tn Floor Los Anqeles, CA 90071 Advance payment of minimum fee in connection with potential legislation affecting the City of Vernon: 50 000 TOTAL BILLING 0 000 Note: A detailed statement reflecting all current fees and costs will be provided on a monthly basis. Our bills for professional services are due upon presentation Account No. 7243.02 SAM/en PLEASE REFERENCE YOUR CHECK WITH THE ACCOUNT NUMBER AS SHOWN ON THE BOTTOM OF YOUR INVOICE, SO YOUR ACCOUNT CAN BE PROPERLY CREDITED. THANK YOU, MARIN COUNTY OFFICE • 2350 KERNER BOULEVARD, SUITE 250, SAN RAFAEL., CALIFORNIA 94901 • (415) 389-6800 WWW.NMGOVLAW.COM Lobbying Firm Activity Authorization Government Code Section 86104) Check one box, if applicable © Lobbyist Employer (Gov. Code Section 82039.5) ❑ Lobbying Coalition (FPPC Regulation 18616.4) Type or Print in Ink NAME OF City of Vernon and Street) 4305 S. Santa Fe Avenue Same as Above 2009-2010 (Insert Years) Page 1 _ of 2 (City) (State) (Zip Co, Vernon C.A. 90058 I hereby authorize NIELSEN, MERKSAMER, PARRINELLO, MUELLER AND NAYLOR LLP (Name of Lobbying Firm) 1415 L STREET, SUITE 1200, SACRAMENTO, CA 95814 (Business Address) 1115110 583-8811 to engage in the activities of a lobbying firm (as defined in California Government Code Section 82038.5 and 2 Cal. Code of Regs. Section 18238.5) on behalf of the above named employer. If you are authorizing another lobbying firm to lobby on behalf of your firm's client(s), provide the name(s) of the client(s) below. (It is not necessary to complete the Nature and Interest section,) CLIENT: NAME OF CLIENT: CLIENT: SUBCONTRACTED CLIENT: VERIFICATION I have used all reasonable diligence in preparing this Statement. I have reviewed this Statement and to the best of my knowledge the information contained herein is true and complete. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on t t/ /to By DATE SIGNATURE OF RESPONSIBLE OFFICER Name of Responsible Officer Marie Whitworth Title City Administrator PRINT OR TYPE FPPC Form 602 (7/98) For Technical Assistance: 916/332.5660 Lobbying Firm Activity Authorization SEE INSTRUCTIONS OF REVERSE Type or Print In Ink City of Vernon Nature and Interests of Lobbyist Employer Check one box only: 13 INDIVIDUAL (Complete IJ BUSINESS ENTITY 13 INDUSTRY, TRADE OR OTHER (e.g,, lobbying only Parts A and E) (Complete only Paris B PROFESSIONAL ASSN. coalition) (Complete only and E) (Complete only Pam C and E) Parts D and E) A. Individual '2. Description of business activity in winch you or your employer am 1. Name and address of employer (or principal place of business if engaged: self employed): B Business Entity Description of business activity in which engaged., C. Industry, Trade or Professional Association 12 Specific description of any portion or faction of the industry, trade, or profession which the association exclusively or primarily represents: 1. Description of industry, trade or profession represented: 37Number of 'members 'in' association (check appmpriat... box) .................................................... ................................................................. .......❑ ........ 50 OR LESS (provide names of all members on an attachment.) ❑ MORE THAN 50 D. Other x. Description of any trade, profession, or other group with a common 1. Statement of nature and purposes: economic interest which is principally represented or from which membership or financial support is principally derived: City E. Industry Group Classification Check one box which most accurately describes the industry group which you represent. See instructions on reverse. BUSINESS (Check ' one of the following sub -categories) ❑ AGRICULTURE ❑ LEGAL ❑ ENTERTAINMENTIRECREATION ❑ OIL AND GAS ❑ EDUCATION ❑PUBLXEMPLOYEES ❑ FINANCEIINSURANCE ❑ PROFESSIONAL/TRADE 0 GOYERNMENT 11 POLITICAL ORGANIZATIONS 0 LODGING/RESTAURANTS 1:1 HEALTH 0 UTILITIES ❑ MANUFACTURINGANDUSTRIAL 13 LABOR UNIONS 13 OTHER; MERCHANDISEIRETAIL (Describe in detail) 13 REAL ESTATE ❑ TRANSPORTATION ❑ OTHER: (Specific Description) FPPC Form 602 (7198) For Technical Assistance: 9161332-Wo CITY CLERK'S OFFICE INTEROFFICE MEMORANDUM DATE: November 17, 2010 TO: Rory Burnett, Finance Director/City Treasurer FROM: Willard Yamaguchi, City Clerk RE: Nielsen, Merksamer, Parrinello, Mueller & Naylor, LLP for Legislative Services - Minimum Fee Payment Please prepare an early check in the amount of $50,000 payable to Nielsen, Merksamer, Parrinello, Mueller & Naylor, LLP and return the check to me by Monday, November. 22, 2010. Please charge account number 011-1002-596200. Attached for your reference, is a signed copy of Resolution No. 2010-173. Thank you. WY . dj Attachment c: Resolution No. 2010-173 Agreement No. 10-080 STAFF REPORT CITY ADMINISTRATION DATE: November 10, 2010 TO: Honorable Mayor and City Council FROM: Mark C. Whitworth, City Administrator RE: Engagement Letter with Nielsen, Merksamer, Parrinello, Mueller & Naylor, LLP It is recommended that an engagement letter with Nielsen, Merksamer, Parrinello, Mueller& Naylor, LLP (Nielsen), be considered at the November 15, 2010 City Council meeting. This firm will engage the State Legislature on potential litigation. 1 LATHAM&WATKI NSLLP MEMORANDUM December 3, 2010 355 South Grand Avenue Los Angeles. California 90071-1560 Tel: +1.213.485.1234 Fax: +1.213.891.8763 www.lw.com FIRM / AFFILIATE OFFICES Abu Dhabi Moscow Barcelona Munich Beijing New Jersey Brussels New York Chicago Orange County Doha Paris Dubai Riyadh Frankfurt Rome Hamburg San Diego Hong Kong San Francisco Houston Shanghai London Silicon Valley Los Angeles Singapore Madrid Tokyo Milan Washington, D.C. To: Mark Whitworth From: Juli Ramirez on behalf of George Mihlsten File no: 037484-033 Copies to: Subject: Engagement for Services Addendum Please sign the attached two documents and call me at (213) 891-8189 to have the executed pages picked up by messenger. Thank you. NIELSEN, MERKSAMER, PARRINELLO, MUELLER & NAYLOR, LLP ATTORNEYS AT LAW 1415 L STREET, SUITE 1200 SACRAMENTO, CALIFORNIA 95814 TELEPHONE (916) 446-6752 FAX (916) 446-6106 December 1, 2010 VIA FEDERAL EXPRESS ATTORNEY -CLIENT COMMUNICATION PRIVILEGED & CONFIDENTIAL Mr. Mark Whitworth City Administrator City of Vernon c/o Mr. George Mihlsten Latham & Watkins 633 W. 5tn Street, 38th Floor Los Angeles, CA 90071 Re: Addendum to Engagement for Services Dear Mr. Whitworth: Thank you for signing and returning to me my letter of November 3, 2010, engaging my firm to provide services for the City of Vernon effective November 15, 2010. Thank you as well for providing the City's check in the amount of $50,000 as an advance payment. In light of the large amount of the check, I have given instructions that it is to be deposited into our firm's trust account. In view of that fact, I would ask that you review, sign and return to me this Addendum to the Engagement for Services you have previously signed. By signing this Addendum, you acknowledge that the City's $50,000 advance payment will be deposited into our law firm trust account as security for payment of the legal services rendered and the expenses incurred by this firm on the City's behalf. Additionally_, by signing this letter, you authorize us to disburse funds on a monthly basis from this trust account payment as necessary to pay for such expenses and services. When and if the $50,000 in the trust account is depleted, the City will pay MARIN COUNTY OFFICE • 2350 KERN ER BOULEVARD, SUITE 250, SAN RAFAEL, CALIFORNIA 94901 • (415) 389-6800 W W W.NMGOVLAW.COM Mr. Whitworth December 1, 2010 Page 2 our invoices directly in accord with the Engagement for Services letter dated November 3, 2010. Pursuant to the State Bar rules, Business & Professions Code section 6210, et seq., interest earned on client deposits placed in the firm's trust account will be paid to the State Bar for the provision of civil legal services to indigent persons. All other terms of the Engagement for Services dated November 3, 2010 remain the same. In addition, because we will not register to lobby until after the 2011-12 legislative session commences on December 6, we need a signed revised lobbying firm authorization form, which is enclosed. Should you have any questions, please do not hesitate to contact me at the above telephone number or by email at smerksamer@nmdovlaw.com. Very trul yours, Steven A. Merksamer SAM/en The undersigned agrees to the terms of this Addendum to Engagement for Services dated November 3, 2010. City of Vernon By: -a� Title: < Date: Lobbying Firm Activity Authorization Government Code Section 86104) Check one box, if applicable ❑x Lobbyist Employer (Gov. Code Section 82039.5) ❑ Lobbying Coalition (FPPC Regulation 18616.4) Type or Print in Ink NAME OF FILER: City of Vernon BUSINESS ADDRESS: (Number 4305 S. Santa Fe Avenue Same as Above Legislative 2011-2012 (Insert Years) Page I of 2 (State) (Zip Code) Vernon C.A. 90058 I hereby authorize NIELSEN, MERKSAMER, PARRINELLO, MUELLER AND NAYLOR LLP (Name of Lobbying Firm) 1415 L STREET, SUITE 1200, SACRAMENTO, CA 95814 (Business Address) DATE 583-8811 to engage in the activities of a lobbying firm (as defined in California Government Code Section 82038.5 and 2 Cal. Code of Regs. Section 18238.5) on behalf of the above named employer. If you are authorizing another lobbying firm to lobby on behalf of your firm's client(s), provide the name(s) of the client(s) below. (It is not necessary to complete the Nature and Interest section.) NAME OF SUBCONTRACTED CLIENT: NAME OF SUBCONTRACTED CLIENT: NAME OF CLIENT: OF SUBCONTRACTED CLIENT: VERIFICATION I have used all reasonable diligence in preparing this Statement. I have reviewed this Statement and to the best of my knowledge the information contained herein is true and complete. I certify under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Executed on 12/(&10 By DATE Name of Responsible Officer Mark Whitworth Title _ City Administrator PRINT OR TYPE FPPC Form 602 (7/98) For Technical Assistance: 916/332-5660 Lobbying Firm Activity Authorization SEE INSTRUCTIONS OF REVERSE Type or Print in Ink City of Vernon Nature and Interests of Lobbyist Employer Check one box only: ❑ INDIVIDUAL (Complete ❑ BUSINESS ENTITY ❑ INDUSTRY, TRADE OR 0 OTHER (e.g., lobbying only Parts A and E) (Complete only Parts B PROFESSIONAL ASSN. coalition) (Complete only and E) (Complete only Parts C and E) Parts D and E) A. Individual Description o usmess activity inw c you or your employer are 1. Name and address of employer (or principal place of business if engaged. self employed): B. Business Entity Description of business activity in which engaged '2• Specific description of any portion or faction of the industry, trade, or C. Industry, Trade Or Professional Association profession which the association exclusively or primarily represents: 1. Description of industry, trade or profession represented: ............ ----------------------------------------------------------------------------------------------'-------------------------------------..........------------------------------........................------ 3. Number of members in association (check appropriate box) ❑ 50 OR LESS (provide names of all members on an attachment.) ❑ MORE THAN 50 D. Other 2. Description of any trade, profession, or other group with a common 1. Statement of nature and purposes: economic interest which is principally represented or from which membership or financial support is principally derived: City , E. Industry Group Classification Check one box which most accurately describes the industry group which you represent. See instructions on reverse. ❑ AGRICULTURE ❑ EDUCATION ❑%� GOVERNMENT ❑ HEALTH ❑ LABOR UNIONS ❑ LEGAL ❑ PUBLIC EMPLOYEES ❑ POLITICAL ORGANIZATIONS ❑ UTILITIES BUSINESS (Check one of the followingsub-categories) ❑ ENTERTAINMENT/RECREATION ❑ OIL AND GAS ❑ FINANCEANSURANCE ❑ LODGING/RESTAURANTS ❑ MANUFACTURINGANDUSTRIAL ❑ OTHER: ❑ MERCHANDISE/RETAIL (Describe in detail) ❑ PROFESSIONALtrRADE ❑ REAL ESTATE ❑ TRANSPORTATION ❑ OTHER: (Specific Description) FPPC Form 602 (7/98) For Technical Assistance: 916/332-5660 NOTICE OF TERMINATION I ty ve r. CITY ADMINISTRATION 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 1.2017 Steve Merksamer, Esq. VIA US. 1MIL Nielsen, Merksamer, Parrinello. Gross & Leoni, LLP 1415 L Street, Suite 1200 Sacramento. CA 95814 Re: Notice of Termination Dear Mr. Merksamer: This letter is to serve as a written notice of termination of the Engagement Letter Agreement between Nielsen Merksamer and the City of Vernon approved by Resolution No. 2010-173 on November 15, 2010. Effective June 1, 2017, Nielsen Merksamer is hereby instructed to cease providing legislative and administrative advocacy services to the City of Vernon. Thank you for all of your work on behalf of the City. If you have any questions, please contact me at cfandino@ci.vernon.ca.us, or (323) 583-8811 ext. 228. Sincerely. Carlos R. Fandino Jr. City Administrator cc: Hema P. Patel, City Attorney Maria E. Ayala, City Clerk Excfusivefy Industriaf