Loading...
Resolution No. 2011-078RESOLUTION NO. 2011-78 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH SPIEGEL & MCDIARMID LLP FOR LEGAL SERVICES IN CONNECTION WITH THE FEDERAL ENERGY REGULATORY COMMISSION WHEREAS, the City of Vernon ("City") is a chartered municipal corporation of the State of California that owns and operates a system for the generation, purchase, transmission, distribution and sale of electric capacity and energy; and WHEREAS, the City desires to obtain the services of a qualified firm to provide legal services to the Vernon Light & Power Department in connection with Federal Energy Regulatory Commission compliance requirements (the "Services"); and WHEREAS, the Director of Light & Power has determined that Spiegel & McDiarmid LLP, ("Spiegel") is qualified and capable of providing the Services; and WHEREAS, by memo dated May 5, 2011, the Director of Light & Power has recommended that the City enter into an agreement setting forth the terms and conditions under which Spiegel will provide the Services (the "Agreement"); and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsections (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 such an agreement with Spiegel to provide specialized legal services as required for the Federal Energy Regulatory Commission. 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 Spiegel & McDiarmid, LLP in substantially the same form as the copy which is attached hereto as Exhibit A. 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 Spiegel & McDiarmid LLP. 2 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 17th day of May, 2011. ATTE,9T : llard `G. YYn�Kgylchil/City Clerk Z4 % - Name: Hi]_ario Gonzales Title: Mayor / 3 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. 2011-78, 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 Tuesday, May 17, 2011, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this day of May, 2011, at Vernon, California. W llard . Ya a hi, City Clerk (SEAL) 4 EXHIBIT A AN AGREEMENT BETWEEN THE CITY OF VERNON AND SPIEGEL & MCDIARMID LLP TO PROVIDE LEGAL SERVICES TO THE VERNON LIGHT & POWER DEPARTMENT COVER PAGE Contractor: Spiegel & McDiarmid LLP Responsible Principal of Contractor: Scott H. Strauss Notice Information - Contractor: Spiegel.& McDiarmid LLP 1333 New Hampshire Avenue, NW Washington, DC 20036 Attention: Scott H. Strauss Phone: (202) 879-4000 Facsimile: (202) 393-2866 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth,. City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1422 Commencement Date: May 17, 2011 Termination Date: May 17, 2012, unless extended pursuant to Section 1 Consideration: As described in Exhibit B AN AGREEMENT BETWEEN THE CITY OF VERNON AND SPIEGEL & MCDIARMID LLP TO PROVIDE LEGAL SERVICES TO THE VERNON LIGHT & POWER DEPARTMENT . THIS AGREEMENT is made and entered into as of May 17, 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Spiegel & McDiarmid. LLP, a District of Columbia Limited Liability Partnership ("Contractor"). City and Contractor are collectively referred to herein as the "Parties. RECITALS A. City desires to have certain legal services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination bate listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City may renewthis Agreement on a year-to-year basis at its discretion. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services -for the City. (c) Contractor shall keep itself informed of all local'; state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times observe and comply with all such ordinances, laws and regulations. City, and its City Council members, officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation. (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and .Expenses shall constitute reimbursement of Contractor's fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including without limitation, all labor, materials, travel, taxis, photocopying, long distance phone calls, postage, facsimile transmission, on-line legal research services, as applicable). (b) Contractor shall be entitled to reimbursement only for.those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are. not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for Services and expenses. Invoices shall include the month for which the Services were provided, the. dates of such services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. -(c) . There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its City Council members, officers, officials, employees, agents; or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination. (a)- Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination on an hourly basis for Services rendered and Contractor shall submit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination: In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within.thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. 4 (d) All of the terms and conditions in the Agreement: related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that is owed to Contractor for the performance of the Services that have been requested pursuant to this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11., Confidential Status; Disclosure of Information. (a) Confidential Status; Disclosure of Information.. All data, customer Information, business practices, business methods, privileged information, privileged communications, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for th e. performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent ("Confidential Information"). City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: I. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; is or becomes generally known to the public without violation of this Agreement; M. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) Contractor acknowledges that City's attorney may be advising City on matters'relating to the Services performed pursuant to this Agreement and such privileged . communications may be disclosed to Contractor to accomplish the purpose for which the City's attorney was consulted. Contractor agrees that, even though such privileged communications may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor agrees to treat such privileged communications as Confidential Information under this Agreement and to claim the privilege and refuse to disclose such communications until notified in writing by the City that the right to claim the privilege has been revoked. 5 (d) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate_ this'Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its City Council members, officers, officials, employees, agents, and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its City Council members, officers, officials,employees; agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations•in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep In full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit. Each Excess Liability Insurance policy shall provide policy coverage and terms at least as broad as those required of the primary insurance and shall provide that such Excess Liability 6 Insurance policy will drop down and assume the underlying insurer's obligations and provide coverage in the event the underlying insurer becomes insolvent. (e) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Five Hundred Thousand Dollars ($500,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force and effect such insurance for one year after performance of work. under this Agreement is completed. (f) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; VII in the latest edition of Best's Insurance Guide. (h) Contractor agrees that if it does. not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy, showing that the aforesaid policies are in effect in the required amounts. Upon .request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. 0) All of the policies of insurance required by this Agreement shall contain (1) an endorsement naming the City, its City Council members, officers, officials, employees, agents, and volunteers as additional insureds; provided, however, an endorsement naming the City as an additional -insured is not required for the Professional Liability Insurance policy, (2) an endorsement providing that the policies cannot be canceled or reduced except with thirty (30) days prior written notice to City, and (3) an endorsement specifically stating that the coverage. contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement, (k) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance.maintained by City, its City Council members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its City Council members, officers, officials; employees, agents, and volunteers. 7 . (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured 'retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. Section 15, Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and -Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including: the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California. The arbitrator shall be a retired judge. The arbitration shall be administered by JAMS pursuantto its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 18. Governing Law. This Agreement shall be interpreted and enforced according:to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether, of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 21, Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal Lf, action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such parry could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 22. City Not Obligated to Third Parties.' City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested) or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City" or "Notice Information = Contractor," as appropriate, or at such other address as may be furnished by either party to the other In writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severabilitv..Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction -to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28, -Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority, to bind Contractor to the performance of its obligations under this Agreement. [Signatures Begin on Next Page]. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and Spiegel & McDiarmid LLP,,a District of California municipal corporation Columbia Limited Liability Partnership y. k,44 By: Name: SC o TT • S TiQA ass, Hilario Gonzales Mayor Title: it TN'�IV ATTEST: By: By: Name, Willard G. Yamaguchi, City Clerk Title: APPROVED AS TO FORM: By: Michael B Montgomery, Special Counsel 10 EXH1131T A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor A. Contractor shall perform legal services at the request of the City Administrator, or his designee ("Services") to the Vernon Light & Power Department pertaining to the Federal Energy Regulatory Commission ("FERC") Complaince. II. Responsible Principal of Contractor A. The responsible principal, of Contractor.is Scott H. Strauss who shall be primarily responsible for performing the Services provided for in this Agreement ("Responsible Principal'). Lisa Dowden, Jess Gebhart and Rebecca Baldwin shall assist the Responsible Principal as needed based upon the nature of the assignment. No one else shall perform Services under this Agreement unless otherwise agreed to in writing by City. 11 EXHIBIT B HOURLY RATE AND EXPENSES In consideration for the Services to be provided by.Contractor under this Agreement, City shall pay to Responsible Contractor Four Hundred and Five Dollars ($405.00) per hour for Services rendered, but in no event shall the total compensation, including all expenses, provided under this agreement exceed $100,000.00. Hourly Billing Rates for additional attorneys are as follows: Persons Hourly Rate Lisa Dowden $405.00 Jess Gebhart $265.00 Rebecca Baldwin $210.00 Reimbursable Expenses Reimburseable expenses are those costs incurred in the performance of the contract for goods and services provided by third parties and do not include normal office overhead costs of Contractor. Reimbursable expenses would Include travel and accomodations and payments to third party vendors of non -legal services. Any time or work product that is repetitous, duplicative, or shared with other benefitted entities be borne proportionately. . 12 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 July 11, 2011 Scott H. Strauss Spiegel & McDiarmid LLP 1333 New Hampshire Avenue, NW Washington, DC 20036 Re: FERC Legal Services Agreement Dear Mr. Strauss: The insurance requirements have been- met. Transmitted herewith is a copy of the original fully executed agreement, as referenced above, approved by City Council on May 17, 2011, through Resolution No. 2011-78. If you have any questions regarding this matter, please contact me at (323) 583-8811 Ext. 834. Very, ruly yours, WILLARD A G CH City Clerk WGY:dj Enclosure c: Carlos Fandino Michael Montgomery Purchasing Department Resolution No. 2011-78 Agreement File No. 11-058 Excfusivefy Industrid AN AGREEMENT BETWEEN THE CITY_OF VERNON AND SPIEGEL & MCDIARMID_LLP TO PROVIDE LEGAL SERVICES TO THE VERNON LIGHT & POWER DEPARTMENT COVER PAGE Contractor: Spiegel & McDiarmid LLP Responsible Principal of Contractor: Scott H. Strauss Notice Information - Contractor: Spiegel & McDiarmid LLP 1333 New Hampshire Avenue, NW Washington, DC 20036 Attention: Scott H. Strauss Phone: (202) 879-4000 Facsimile: (202) 393-2866 Notice Information - City: City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Mark Whitworth, City Administrator Telephone: (323) 583-8811 ext. 398 Facsimile: (323) 826-1422 Commencement Date: May 17, 2011 Termination Date: May 17, 2012, unless extended pursuant to Section 1 Consideration: As described in Exhibit B AN AGREEMENT BETWEEN THE CITY OF VERNON AND SPIEGEL & MCDIARMID LLP TO PROVIDE LEGAL SERVICES TO THE VERNON LIGHT & POWER DEPARTMENT . THIS AGREEMENT is made and entered into as of May 17, 2011 ("Effective Date"), by and between the City of Vernon, a California charter City and California municipal corporation ("City"), and Spiegel & McDiarmid LLP, a District of.Columbia Limited Liability Partnership ("Contractor"). City and Contractor are collectively referred to herein as the "Parties." RECITALS A. City desires to have certain legal services provided as more fully set forth in the Scope of Services, attached hereto and incorporated herein as Exhibit A. B. Contractor represents it is qualified and capable of furnishing the labor, materials, and expertise necessary to perform such services in accordance with the terms and conditions set forth in this Agreement. NOW, THEREFORE, the Parties agree as follows: Section 1. Term and Time of Performance. (a) This Agreement shall commence upon the Commencement Date listed on the Cover Page, and shall remain and continue in effect through the Termination Date listed on the Cover Page, unless sooner terminated pursuant to the provisions of this Agreement. City may renew this Agreement on a year-to-year basis at its discretion. Any services performed prior to the Effective Date listed above, but on or after the Commencement Date, shall for all purposes be deemed to have been performed pursuant to this Agreement, subject to the terms and conditions hereof. (b) In the event that City renews this Agreement, Contractor may submit a proposal to increase its rates no later than thirty (30) days after receiving notice of City's intent to renew. Any increase in rates must be approved by City before such increase can take effect. If City fails to approve the proposed increase within thirty (30) days of receipt, Contractor may terminate the renewal by giving thirty (30) days written notice. Section 2. Performance. (a) Contractor shall perform the services and tasks described and set forth in the Scope of Services, Exhibit A ("Services"). Additional services must be mutually agreed upon in writing signed by both Parties prior to performance of those additional services. (b) Contractor shall at all times faithfully, competently and to the best of its ability, experience, and talent, perform all Services under this Agreement in accordance with the standard of care and skill ordinarily exercised by members of the profession currently practicing in the same locality as the City under similar circumstances and in a manner reasonably satisfactory to City. Contractor shall at all times comply with the highest ethical standards when performing Services for the City. (c) Contractor shall keep itself informed of all local.; state, and federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its Services pursuant to this Agreement. Contractor shall at all times 2 observe and comply with all such ordinances, laws and regulations. City, and its City Council members, officers, officials, employees, agents or volunteers shall not be liable at law or in equity occasioned by failure of Contractor to comply with this section. (d) Contractor will not be compensated for any work performed not specified in Exhibit A unless City authorizes such work in advance and in writing. Section 3. Compensation; (a) City agrees to compensate Contractor, and Contractor agrees to accept in full satisfaction for the Services required by this Agreement, the hourly rate and expense reimbursement set forth in Exhibit B ("Hourly Rate and Expenses"). The Hourly Rate and Expenses shall constitute reimbursement of Contractor's fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including without limitation, all labor, materials, travel, taxis, photocopying, long distance phone calls, postage, facsimile transmission, on-line legal research services, as applicable). (b) Contractor shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by Contractor that are not expressly authorized by this Agreement will not be reimbursed by City. Section 4. Method of Payment. (a) Invoices. Contractor shall submit invoices monthly for Services and expenses. Invoices shall include the month for which the Services were provided, the. dates of such services, and a description of the Services provided for that billing period. Each invoice shall include copies of timesheets, if any, and other supporting documents as City may require. (b) Payments by City. Payments of each invoice shall be made by City within thirty (30) days following receipt of each invoice as to all non -disputed fees. If City disputes any of Contractor's fees, it shall give written notice to Contractor within thirty (30) days of receipt of the disputed invoice. Any amounts in dispute shall be withheld until resolution. Section 5. Personnel. All persons performing Services shall have all the necessary technical expertise, permits, professional licenses, certificates, training, and other qualifications required by this Agreement or other applicable laws. Contractor shall provide City with said permits, licenses, and certificates at the request of City. Section 6. Access. Contractor shall comply with all reasonable -access and other restrictions that City may impose. No access to City property for performance of the Services shall be permitted prior to delivery to City of proof of insurance paid and maintained by Contractor. Section 7. Contractor's Duties and Representations. Contractor represents, covenants and agrees as follows: (a) There are no obligations, commitments, or impediments of any kind that will limit or prevent performance of the Services. 3 (b) Contractor presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Contractor. (c) There is no litigation pending against Contractor and Contractor is not the subject of any criminal investigation or proceeding, and neither Contractor nor its personnel, to its actual knowledge, have been convicted of a felony. Section 8. Independent Contractor. (a) Contractor is and shall at all times remain, as to City, a wholly independent contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Neither City nor any of its City Council members, officers, officials, employees, agents; or volunteers shall have control over the conduct of Contractor or any of Contractor's officers, employees, or agents except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, officials, employees, agents, or volunteers of City. Contractor shall not incur or have the power to incur any debt, obligation or liability whatsoever against City, or bind City in any manner. (b) No employee benefits shall be available to Contractor or its officers, employees, or agents in connection with the performance of this Agreement. Except for Consideration paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for the City. City shall not be liable for compensation or indemnification to Contractor or its officers, employees, or agents for injury or sickness arising out of performing services hereunder. (c) Contractor agrees to pay and be responsible for paying all Federal, State and local .taxes for compensation received by Contractor from City while performing services for City. Section 9. Termination (a) Termination Right. Either Party may, at any time, for any reason or for no reason, with or without cause, terminate this Agreement, by serving upon the other Party at least fifteen (15) days prior written notice. Upon receipt of such notice, Contractor shall immediately cease all work under this Agreement, unless the notice provides otherwise. (b) Payment Upon Termination. In the event this Agreement is terminated without cause pursuant to this section, City shall pay Contractor for Services performed up to the time of termination on an hourly basis for Services rendered and Contractorshallsubmit an invoice to City as required under this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. (c) Actions Subsequent to Termination. In the event of termination of this Agreement, Contractor shall deliver all Confidential Information, as defined in Section 11 below, to City within thirty (30) days after the termination of this Agreement. Contractor shall also take all such other action as City reasonably requires and shall cooperate with City to effectuate an orderly and systematic termination of Contractor's duties and activities hereunder. rd (d) All of the terms and conditions in the Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 10. Limitation of City's Liability. City's liability on any kind of claim for any loss or damage arising out of, in connection with, or resulting from this Agreement, shall in no case exceed the amount that is owed to Contractor for the performance of the Services that have been requested pursuant to this Agreement. In no event shall City be liable for anticipated profits or for incidental, consequential or punitive damages. City shall not be liable for penalties of any description. Section 11. Confidential Status; Disclosure of Information. (a) Confidential Status;_ Disclosure of Information. All data, customer information, business practices, business methods, privileged information, privileged communications, trade secrets, financial statements, floor plans, designs, maps, surveys, drawings, models, reports, correspondence, logs, documents, materials or other information developed or created by Contractor, received by Contractor, revealed to Contractor, or provided to Contractor for the performance of this Agreement are deemed confidential and shall not be disclosed by Contractor to any third party without City's prior written consent ("Confidential Information"). City shall grant consent if disclosure is legally required. All Confidential Information shall be returned to City upon the termination of this Agreement. Contractor's covenant under this section shall survive the termination of this Agreement. City may disclose to third parties any Confidential Information at its sole discretion. (b) Contractor's obligation not to disclose any Confidential Information shall not extend to information that: i. was in the possession of, or was rightfully known by, the Contractor without an obligation to maintain its confidentiality prior to receipt from City; ii. is or becomes generally known to the public without violation of this Agreement; M. is obtained without an obligation of confidentiality by the Contractor in good faith from a third party having the right to disclose it without an obligation of confidentiality; or iv. information which is required to be disclosed pursuant to any court order or directive having the force of law. (c) Contractor acknowledges that City's attorney may be advising City on matters relating to the Services performed pursuant to this Agreement and such privileged communications may be disclosed to Contractor to accomplish the purpose for which the City's attorney was consulted. Contractor agrees that, even though such privileged communications may be disclosed to Contractor, the City continues to be the holder of the privilege. Contractor agrees to treat such privileged communications as Confidential Information Under this Agreement and to claim the privilege and refuse to disclose such communications until notified in writing by the City that the right to claim the privilege has been revoked. k, (d) The provisions of this section shall survive the termination of this Agreement. Section 12. Default. Contractor's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default under the terms of this Agreement; City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate this Agreement immediately by written notice to Contractor. Section 13. Indemnification. Contractor agrees to defend, indemnify, protect and hold harmless City, its City Council members; officers, officials, employees, agents; and volunteers from and against any and all claims, suits, demands, actions, losses, damages, judgments, settlements, penalties, fines, defensive costs or expenses, including without limitation, interest, attorneys' fees and expert witness fees, or liability of any kind or nature arising out of or attributable to the acts or omissions of Contractor, or Contractor's officers, employees, or agents which in any way arise out of, result from, or are in any way related to the performance or non- performance of this Agreement, excepting only liability arising out of the sole negligence or willful misconduct of City, its City Council members, officers, officials, employees, agents, or volunteers. THE PROVISIONS OF THIS SECTION SHALL NOT TERMINATE OR EXPIRE, SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT AND SHALL BE GIVEN THE BROADEST POSSIBLE INTERPRETATION. The obligations in this section are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. Section 14. Insurance. (a) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Contractor or Contractor's officers, employees, or agents. (b) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit, covering any vehicle utilized by Contractor or Contractor's officers, employees, or agents in performing the services required by this Agreement. - (c) Contractor agrees to maintain in force at all times during the performance of work under this Agreement workers compensation insurance as required by law. (d) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Excess Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit. Each Excess Liability Insurance policy shall, provide policy coverage and terms at least as broad as those required of the primary insurance and shall provide that such Excess Liability 6 Insurance policy will drop down and assume the underlying insurer's obligations and provide coverage in the event the underlying insurer becomes insolvent. (e) Contractor shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Five Hundred Thousand Dollars ($500,000), to protect City from any losses sustained through any errors or omissions committed by Contractor or Contractor's officers, employees or agents in performing Serivices required by this Agreement. Further, if the policy is on other than an occurrence basis, Contractor shall maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (f) Contractor shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. (g) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+; Vll in the latest edition of Best's Insurance Guide. (h) Contractor agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Contractor's expense, the premium thereon. (i) At all times during the term of this Agreement, Contractor shall maintain on file with the Risk Manager, a certificate or certificates of insurance, satisfactory to the City Attorney and Risk Manager, along with a copy of the policy declarations page for each policy, showing that the aforesaid policies are in effect in the required amounts. Upon request by City, Contractor shall cause its insurers to issue certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement are maintained in force. Contractor shall, prior to commencement of work under this Agreement, file with the Risk Manager, such certificate or certificates and a copy of the policy declarations page for each policy. (j) All of the policies of insurance required by this Agreement shall contain (1) an endorsement naming the City, its City Council members, officers, officials, employees, agents, and volunteers as additional insureds; provided, however, an endorsement naming the City as an additional insured is not required for the Professional Liability Insurance policy, (2) an endorsement providing that the policies cannot be canceled or reduced except with thirty (30) days prior written notice to City, and (3) an endorsement specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (k) The insurance provided by Contractor shall be primary to any coverage available to City, and any insurance or self-insurance maintained by City, its City Council members, officers, officials, employees, agents, or volunteers shall be excess of Contractor's insurance and shall not contribute with it. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation. Contractor hereby waives all rights of subrogation against City, its City Council members, officers, officials, employees, agents, and volunteers. II (1) Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, Contractor shall either reduce or eliminate the deductibles or self -insured 'retentions with respect to City, or Contractor shall procure a bond guaranteeing payment of losses and expenses. . Section 15. Assignment and Subcontracting. Contractor shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Any assignment or subcontract made in violation of this section is invalid and void. Section 16. Arbitration and Venue. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California. The arbitrator shall be a retired judge. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. All decisions of the arbitrators shall be in writing, and the arbitrators shall provide written reasons for their decision. The arbitration decision shall be final and binding on the Parties. Judgment on the award may be entered in any court having jurisdiction pursuant to this Agreement. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court having jurisdiction pursuant to this Agreement. The exclusive jurisdiction and venue under this Agreement shall be the Superior Court of California, Los Angeles County. Section 17. Attorneys Fees. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. Section 18. Governing Law. This Agreement shall be interpreted and enforced according to, and the Parties rights and obligations governed by, the domestic law of the State of California, without regard to its laws regarding choice of applicable law. Section 19. Entire Agreement and Modifications. This Agreement, including attachments incorporated herein by reference, represents the entire integrated agreement and understanding between the Parties, and supersedes all prior or contemporaneous negotiations, representations, agreements, understandings and statements, written or oral. This Agreement may only be modified by a writing signed by both Parties. Section 20. Waiver. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach whether of the same or other covenant or condition; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such aright. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. No waiver, benefit, privilege, or service voluntarily given or performed by a party shall give the other party any contractual rights by custom, estoppel, or otherwise. Section 21. Force Maieure. Neither party shall be considered in default of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal M action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. Section 22. 11 City Not Obligated to Third Parties. City shall not be obligated or liable under this Agreement to any party other than Contractor. Section 23. Notices. All notices, approvals, consents and other communications between the Parties shall be in writing, and shall be sent by certified mail (return receipt requested)or other delivery service which provides evidence of delivery, using the address set forth on the Cover Page under "Notice Information - City or "Notice Information - Contractor, as appropriate, or at such other address as may be furnished by either party to the other in writing. Mailed notices will be deemed communicated as of the day of receipt. Section 24. Cover Page and Exhibits. The Cover Page and all documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Section 25. Headings. Headings used in this Agreement are for convenience and ease of reference only and shall not affect the interpretation of the Agreement. Section 26. Survival of Terms. All of the terms and conditions in this Agreement related to payment, confidentiality, indemnification, dispute resolution and waiver shall survive termination of this Agreement. Section 27. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdictionto be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and shall in no way be affected, impaired or invalidated. Section 28. Authority to Execute This Agreement. The person or persons executing this Agreement on behalf of Contractor warrants and represents that he or she has the authority to execute this Agreement on behalf of Contractor and has the authority to bind Contractor to the performance' of its obligations under this Agreement. [Signatures Begin on Next Page]. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date stated in the introductory clause. City of Vernon, a California charter City and Spiegel & McDiarmid LLP, a District of California municipal corporation Columbia Limited Liability Partnership By: 'e",G q . By: ., f Name: ° TT fi S TEA d SS Hilario Gonzales Mayor Title: ATTEST: By: By: Name: [lard . Yanjogu i i C erk Title: APPROVED AS TO FORM: By: Ili MicTiael 8 Montgomery, Special Counsel 10 EXHIBIT A EXHIDIT A SCOPE OF SERVICES I. Scope of Services to be performed by Contractor A. Contractor shall perform legal services at the request of the City Administrator, or his designee ("Services") to the Vernon Light & Power Department pertaining to the Federal Energy Regulatory Commission ("FERC") Complaince. IL Responsible Principal of Contractor A. The responsible principal of Contractor is Scott H. Strauss who shall be primarily responsible for performing the Services provided for in this Agreement ("Responsible Principal'). Lisa Dowden, Jess Gebhart and Rebecca Baldwin shall assist the Responsible Principal as needed based upon the nature of the assignment. No one else shall perform Services under this Agreement unless otherwise agreed to in writing by City. EXHIBIT B i EXHIBIT B HOURLY RATE AND EXPENSES In consideration for the Services to be provided by Contractor under this Agreement, City shall pay to Responsible Contractor Four Hundred and Five Dollars ($405.00) per hour for Services rendered, but in no event shall the total compensation, including all expenses, provided under this agreement exceed $100,000.00. Hourly Billing Rates for additional attorneys areas follows: Persons Hourly Rate Lisa Dowden $405.00 Jess Gebhart $265.00 Rebecca Baldwin $210.00 Reimbursable Expenses Reimburseable expenses are those costs incurred in the performance of the contract for goods and services provided by third parties and do not include normal office overhead costs of Contractor. Reimbursable expenses would include travel and accomodations and payments to third party vendors of non -legal services. Any time or work product that is repetitous, duplicative, or shared with other benefifted entities be borne proportionately. . RECEIVED RECEIVED MAY 0 9 2011 MAY 0 5 2011 CITY CLERKS OFFICE CITY ADMINISTRATION STAFF REPORT Light & Power Department DATE: May 5, 2011 TO: Honorable Mayor and City Council FROM: Carlos R. Fandino, Jr., Director of Light & Power RE: Provide Legal Services to City of Vernon Light & Power Department RECOMMENDATION: Recommend the legal services of Spiegel & McDiarmid LLP to assist the City of Vernon Light & Power Department in the following areas: • Consultation and drafting documents pertaining to power supply acquisition, including under Western Systems Power Pool (WSPP), International Swap Dealers Association (ISDA) and Edison Electric Institute (EEI) agreements; • Consultation on compliance with and development of North American Electric Reliability Corporation (NERC)/Western Electricity Coordinating Council (WECC) reliability standards; • Consultation on compliance with the California ISO (CAISO) Tariff; • Consultation on compliance with California's Renewables Portfolio Standard (RPS) and greenhouse gas (GHG) emissions reduction laws, including monitoring related proceedings at the California Energy Commission (CEC), Air Resources Board (ARB) and California Public Utilities Commission; and 0 Assistance with filings at the Federal Energy Regulatory Commission. It is requested that this item be placed on the City Council agenda for consideration at the May 17, 2011 meeting. FISCAL IMPACT: City of Vernon shall pay $405.00 per hour for services rendered, but in no event shall the total compensation, including all expenses, provided under this agreement exceed $100,000. CRF:ah Attachments of vER� �VRLy Wo" CITY ATTORNEY'S OFFICE INTER -DEPARTMENT MEMORANDUM DATE: May 3, 2011 TO: Carlos Fandino, Director of Light & Power FROM Michael B. Montgomery, Special Counse RE:, Spiegel & MCDiarmid LLP Attached please find the Agreement for legal services to be provided to the Light & Power Department by Spiegel & McDiarmid LLP. Please forward to Spiegel & McDiarmid LLP for review and execution. MM:em Enclosure Page 1 of 1 Juarez, Debbie From: Mermis, Michelle Sent: Monday, July 11, 2011 9:42 AM To: Juarez, Debbie Subject: Spiegel $& McDiarmid Insurance approved Wiche(fe Wermis City of Vernon R4skWanagement 323-583-8811 e.X,t. 812 CONFIDENTIALITY NOTICE: This e-mail transmission, and any documents, files of previous e-mail messages attached to it may contain confidential information that is legally privileged. If you are not the intended recipient, or a person responsible for delivering it to the intended recipient, you are hereby notified that any disclosure, copying, distribution or use of any of the information contained in or attached to this transmission is STRICTLY - PROHIBITED. If you have received this transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. 7/11/2011