Resolution No. 2012-006RESOLUTION NO. 2012-06
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 JOHN VAN DE KAMP AND DEWEY &
LEBOEUF LLP TO SERVE AS AN INDEPENDENT REFORM
MONITOR
WHEREAS, on February 15, 2011, by minute order, the City
Council of the City of Vernon approved an agreement with John Van de
Kamp ("Van de Kamp") and Dewey & LeBoeuf LLP ("Dewey") to serve as
Independent Ethics Advisor for the City; and
WHEREAS, the City of Vernon desires to retain the services
of Van de Kamp and Dewey to serve as an independent reform monitor for
a period of four years, commencing February 15, 2012; 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 Van de Kamp to serve as the City's Independent Reform Monitor.
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"), a 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
instructs 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 Dewey & LeBoeuf.
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.
ATTE
APPROVED AND ADOPTED this 3'd day of January, 2012.
Name: Wliam J. Lvis
G. Y`ftma'aucbli,/ Cifv/ Clerk
Title: a �./ Mayor Pro-Tem
-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. 2012-06, 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, January 3, 2012, and thereafter was duly signed by the
Mayor or Mayor Pro-Tem of the City of Vernon.
Executed this day of January, 2012, at Vernon, California.
(SEAL)
-3-
EXHIBIT A
DEWEY & LEBOEUF
December 55, 2011
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Administrator Mark Whitworth
Re: Engagement Letter re Reform Monitor
Dear Mr. Whitworth:
Dewey & LeBoeuf LLP
333 South Grand Avenue
Suite 2600
Los Angeles, CA 90071-1530
tel 213-621-6000
fax 213-621-6100
We are pleased that you have asked John Van de Kamp and his firm
Dewey & LeBoeuf LLP ("Dewey & LeBoeuf' or "Dewey") to serve as an Independent
Reform Monitor (the "Monitor"). With this letter, we provide you with an explanation of
the representation and address (1) identification of our client; (2) scope of our
engagement; (3) conflicts of interest; and (4) fees, expenses and other charges.
I. Client. This engagement does not create an attorney -client relationship
with the City of Vernon or any of its representatives or employees, although Dewey's
costs of representation will be reimbursed by the City of Vernon for payment to Dewey
& LeBoeuf.
NEW YORK I LONDON MULTINATIONALPARTNERSHIP I WASHINGTON, DC
ALBANY I ALMATY I BEIJING I BOSTON I BRUSSELS I CHICAGO I DOHA I DUBAI
FRANKFURT I HONGKONG I HOUSTON I JOHANNESBURG (PW)LTO. I LOSANGELES I MADRID I MILAN I MOSCOW
PARIS MULTINATIONALPARTNERSHIP I RIYADH AFFILIATED OFFICE I ROME I SANFRANCISCO I SILICONVALLEY I WARSAW
USl 30716855.3
City of Vernon
December 15, 2011
Page 2
2. Scope of Engagement. John Van de Kamp and Dewey & LeBoeuf are
engaged as an Independent Reform Monitor to: (a) assess and make recommendations
regarding ongoing compliance with the Political Reform Act of 1974, Government Code
Section 1090, Brown Act, Public Records Act and any other provisions of law governing
conflicts of interest and/or transparency in government; (b) make recommendations to the
City reasonably designed to improve and enhance the existing practices, procedures and
policies governing conflicts of interest and open government of the City, its departments,
divisions, and governing bodies; and (c) to review the City's governance reform measures
and initiatives and recommend measures and initiatives in the best interest of the City.
The term of this agreement shall be four years beginning February 15,
2012, subject to the termination provisions set forth in paragraph 5 herein.
Other than the Monitor's role as Vernon's Independent Ethics Advisor
ending February 15, 2012, the Monitor has had no pre-existing relationship with the City
of Vernon and shall satisfy himself that he can be effective and impartial in the
performance of the Monitor's duties. The Monitor is, and shall remain at all times, an
independent third -party, not an employee or agent of the City of Vernon, and shall
conduct his affairs accordingly. The Monitor shall perform his or her duties in a
professionally independent and objective fashion, as appropriate to the nature of the
engagement.
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City of Vernon
December 15' 2011
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The Monitor's duties and authority, and the obligations of the City of
Vernon with respect to the Monitor, are set forth below. All provisions defining the
Monitor's jurisdiction, powers, oversight authority and duties shall be broadly construed.
The Monitor shall:
a. Review and evaluate the effectiveness of the City of Vernon's
internal controls, record -keeping, internal audit, and existing or new reporting policies
and procedures with respect to the Political Reform Act of 1974, Government Code
Section 1090, Brown Act, Public Records Act and conflict of interest requirements.
b. Review and evaluate from a legal perspective the effectiveness of
the City of Vernon's policies and procedures relating to reimbursement of expenses and
payment of invoices to any individual affiliated with the City or the City Council,
including City employees, and shall make recommendations to the City regarding such
policies.
C. Review and evaluate from a legal perspective the effectiveness of
the City of Vernon's policies for selecting, engaging and paying consultants, including
the City of Vernon's conflict of interest policies. The Monitor shall review the structure
and content of the City of Vernon's current consulting agreements, and payments made to
consultants thereunder. The Monitor shall also review any consulting agreements
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City of Vernon
December 15. 2011
Page 4
proposed during the term of this agreement and recommend any alterations necessary to
ensure the proposed consulting agreement complies with all policies and procedures.
d. Review and evaluate from a legal perspective whether the City of
Vernon has adequate and appropriate policies pertaining to ethics and conflicts of
interest. The Monitor shall evaluate the extent of existing training and education and,
where the Monitor deems appropriate, make recommendations regarding additional
training and education relating to ethics and conflicts of interest.
e. Review the implementation of the measures recommended by the
Independent Ethics Advisor on July 29, 2011 and those recommended by Senator Kevin
de Leon on August 22, 2011 and make recommendations regarding their implementation
and such other measures which may be called for which are in the best interest of the
City.
The City of Vernon will cooperate fully with the Monitor. To that end, the
City of Vernon shall provide the Monitor with access to all non -privileged information,
documents, and records that relate to the responsibilities of the Monitor. The City of
Vernon will further provide the Monitor with access to all employees, consultants or
Monitors and shall encourage full cooperation with the Monitor.
The City of Vernon shall not be obligated to provide the Monitor with
materials or information protected by the attorney -client privilege or work product
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City of Vernon
December _j� 2011
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doctrine. The Monitor shall where necessary take appropriate steps to maintain the
confidentiality of any information entrusted to him. The Monitor will undertake to avoid
disruption of the City of Vernon's ordinary operations.
The Monitor shall have the power to conduct audits of all city operations
and budgets as well as the power to review any proposed service contract that is
substantial in nature.
The Monitor may, at the City of Vernon's expense, select and hire outside
legal counsel, consultants, investigators, auditors, experts or other professionals to work
under his direction for the proper discharge of the Monitor's duties. Before retention, the
Monitor shall provide to the City Administrator a notice of the retention and a proposed
budget for their retention. The City Administrator shall not withhold reasonable retention
requests: if the City Administrator and/or the City Counsel finds such requests
unreasonable, such findings shall be communicated to the Monitor no later than 15 days
after submission of the retention and the budget proposal, and permit the Monitor to
submit an alternative proposal.
On or before July 31, 2012, the Monitor shall issue an written report to the
City Administrator and City Council and the state legislature detailing the Monitor's
findings and recommendations, if any, designed to improve the City of Vernon's internal
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City of Vernon
December U, 2011
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controls, policies and procedures. The Monitor shall issue such a report every 6 months,
i.e., shall be issued by January 31 and July 31 of each year of this contract.
Within forty-five (45) days after receiving the reports, the City
Administrator and City Council shall advise the Monitor in writing of any
recommendations that the City Administrator and City Council consider unduly
burdensome, impractical, costly or which would otherwise impair the day-to-day
operations of the City. With respect to any recommendation made by the Monitor that is
not adopted by the City Administrator and City Council, the City Administrator and City
Council shall propose in writing an alternative policy, procedure or system designed to
achieve the same objective or purpose.
The Monitor shall undertake follow-up reviews during the term of this
retention as reasonably deemed necessary and appropriate.
In order for the Monitor to fulfill his obligations, the City Administrator
shall provide adequate office space for the Monitor and his staff to conduct its on site
work.
The Monitor's assignment may be expanded at the express direction of the
City of Vernon's City Administrator and/or City Council.
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City of Vernon
December 55, 2011
Page 7
3. Loyalty and Conflicts of Interest
City of Vernon agrees that the Monitor is independent and that this shall
not preclude Dewey from representing either existing or future clients in other matters.
Clients with Conflicting Interests. During or after the time we are engaged
in this matter, some other current or fixture client may ask us to represent it in connection
with some dispute, transaction, litigation, arbitration or other matter that is not
substantially related to this engagement in which the interests of such client may be
directly adverse to your interests. You agree that, consistent with the California Rules of
Professional Conduct (the "Rules") and the California Business and Professions Code,
Dewey & LeBoeuf may continue, or in the future undertake, to represent any existing or
new client in any such matter, provided that such representation is not substantially
related to this engagement.
Agreement to Firms Consultation with Lawyers and Experts. In addition,
in the course of this engagement, and in order fully to satisfy our professional obligations,
we may from time to time need to consult with the lawyers in this firm or outside lawyers
or experts retained by the firm responsible for advising the firm on issues of professional
ethics and responsibility, including issues that may implicate your interests. You
acknowledge and agree that, notwithstanding the potential for conflict in our
consideration of our professional obligations, the firm is free to consult with such counsel
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City of Vernon
December 15, 2011
Page 8
or experts at its own expense on such matters consistent with the firm's obligations under
the applicable rules of professional conduct.
4. Fees, Expenses and Other Charges.
Fees. Our fees for professional services in connection with this
engagement will generally reflect, and be determined primarily on the basis of, the hours
worked by Dewey & LeBoeuf attorneys and paralegals and the hourly rates in effect at
the time the services are rendered shall not exceed $550 per hour. However, if the cost of
living index ("CPI") increases 15% as measured from February 15, 2012, the rate will be
increased by that level (15%), upon notice to The City. No further increases will be
sought during the duration of the engagement. John Van de Kamp who will be the
primary Dewey attorney working on this matter has a billing rate of $550 per hour.
Associates will be used as needed and are charged at rates ranging from $300-$525 per
hour. Paralegals are charged at the rate of no more than $200 per hour. The minimum
billing unit for this representation is .25 of an hour. The amount of our fee takes into
account all relevant circumstances and factors as set forth in the Rules as it applies to us
as attorneys, including the nature of the services performed, the amount of time spent, the
experience and ability of the lawyers and paralegals working on this engagement, the
novelty and complexity of the specific issues involved, the time limitations imposed by
you or the circumstances and the responsibilities undertaken by us.
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Expenses and Other Charges. During the course of the engagement, the
City of Vernon will also be responsible for all expenses and service charges relating to
our engagement, whether billed directly by us or by individuals or entities retained by us,
including charges for long-distance telephone, photocopying at $0.10 per page, travel,
document production, word processing, postage and delivery, electronic and other data
storage and retrieval, filing fees and the like. Unless special arrangements are made, the
fees, expenses and charges of others (such as experts, investigators, local counsel,
consultants and document service providers who are expected to be primarily from the
L.A. area) and other large disbursements will not be paid by us, but will be the sole
responsibility of, and billed directly to, City of Vernon. These bills will be reviewed and
approved by the Monitor. Any expenses for travel outside of Los Angeles County or in
excess of $ l50 must be approved in advance by the City of Vernon.
Billing and Payment. In the normal course, you will receive on a monthly
basis a confidential statement of professional services rendered and expenses and service
charges incurred during the preceding month. Dewey will bill City of Vernon directly.
We expect that our statements will be paid promptly upon receipt by the
City of Vernon, and in any event within 30 days after the invoice date. If you have any
questions or comments concerning our services or charges during the course of our
representation, please bring them to my attention so that any problems can be quickly
resolved.
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City of Vernon
December 55, 2011
Page 10
4. Indemnification. City of Vernon agrees to indemnify the Monitor from
and against any and all losses, claims, damages and liabilities, joint or several, to which
the Monitor may become subject under any applicable Federal or state law, or otherwise,
and related to or arising out of the engagement of the Monitor pursuant to, and the
performance by the Monitor of the services contemplated by, this Agreement and will
reimburse the Monitor for all reasonable expenses (including counsel fees and expenses)
as they are incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising therefrom, whether
or not the Monitor is a party and whether or not such claim, action or proceeding is
initiated or brought by or on behalf of City of Vernon. City of Vernon also agrees that
the Monitor shall have no liability (whether direct or indirect, in contract or tort or
otherwise) to the City of Vernon or its security holders or creditors related to or arising
out of the engagement of the Monitor pursuant to, or the performance by the Monitor of
the services contemplated by, this Agreement except to the extent that any loss, claim,
damage or liability is found in a final judgment by a court to have resulted from the
Monitor's bad faith or gross negligence.
City of Vernon agrees that, without the Monitor's prior written consent, it
will not settle, compromise or consent to the entry of any judgment in any pending or
threatened claim, action or proceeding in respect of which indemnification could be
sought under the indemnification provision in this letter agreement (whether or not the
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City of Vernon
December 55.2011
Page I l
Monitor is an actual or potential party to such claim, action or proceeding), unless such
settlement, compromise or consent includes an unconditional release of the Monitor from
all liability arising out of such claim, action or proceeding.
In the event that the Monitor is requested or required to appear as a
witness in any action brought by or on behalf of or against City of Vernon or any City of
Vernon affiliate in which the Monitor is not named as a defendant, including by subpoena
duces tecum City of Vernon agrees to reimburse the Monitor for all reasonable expenses
incurred by him in connection with the Monitor's appearing and preparing to appear as
such a witness, including, without limitation, the fees and disbursements of his outside
legal counsel, and to compensate the Monitor at the hourly rate the Monitor is
compensated pursuant to this Agreement.
City of Vernon's obligations under this section, "Indemnification", will
survive any termination of this Agreement. For avoidance of doubt, the obligations set
for this section apply to John Van de Kamp and any partner, employee or other person
working for and with Dewey in connection with this engagement.
5. Term of Engagement. The City of Vernon has the right to terminate
our engagement at any time for cause or upon the death or incapacitation of John Van de
Kamp, upon written notice, and all outstanding charges will become due at that time. We
reserve the right to withdraw from the engagement at any time consistent with the rules
USl 30716855.3
City of Vernon
December j.5, 2011
Page 12
of professional conduct. We may also suspend or terminate work on behalf of a client
that does not pay our statements within 90 days after they are rendered. Our right to
withdraw as Monitor shall, of course, be consistent with the applicable provisions of the
Rules.
Upon the termination of this engagement, we will either make
arrangements to return to you, or by your direction to the Vernon City Attorney, all
copies or originals of documents or materials belonging to you or otherwise constituting
your records, store them at the City of Vernon's expense or dispose of them. You agree
that we may keep copies of any such files if we so choose. You also agree that our own
internal files (including but not limited to firm administrative records, time and expense
reports, personnel and staffing materials, accounting records and related documents) and
attorney work product (including without limitation drafts, notes, legal memoranda, and
other legal and factual research reflecting our opinions and mental impressions)
pertaining to this matter are our property and will not be delivered to you at the
conclusion or upon the termination of our engagement, except that the City of Vernon
shall be entitled to any final research memoranda, and also to any documents supplied by
third parties
Governing Law. Our engagement shall be governed by, and construed in
accordance with, the laws of the State of California, exclusive of the law of conflicts of
laws.
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City of Vernon
December 1.5, 2011
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If a dispute develops about our fees, the City of Vernon may be entitled
under Section 6200, et seq., of the California Business and Professions Code to
arbitration of that dispute.
All actions or proceedings arising out of or relating to this engagement
(other than those to which Section 6200 et seq. applies) shall be heard and determined in
California state or federal court sitting in the County of Los Angeles, to whose
jurisdiction all parties to this engagement letter irrevocably and exclusively submit. In
connection with any such proceeding, you and the City of Vernon irrevocably waive to
the fullest extent permitted by law, any defense of forum non conveniens. You also
irrevocably agree that service of process may be made on the City of Vernon by service
of a copy of the summons and complaint by certified mail to Vernon's City Attorney by
certified mail to the Office of City Attorney, 4305 Santa Fe Avenue, Vernon, CA 90058.
Nothing herein shall limit the right of the parties to stipulate and agree to submit any
dispute to binding arbitration in lieu of litigation.
The terms of this engagement can be modified only by written agreement
of all the parties hereto.
If the foregoing correctly reflects the terms and conditions of our
engagement, please indicate your acceptance by executing the enclosed copy of this letter
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City of Vernon
December 15.2011
Page 14
in the space provided below and return it to our office. The effective date of our
engagement will be the date on which our service commenced.
We are delighted that we will have the opportunity to work with you on
this matter. If you have any questions about the terms of our engagement, please do not
hesitate to give me a call. We are very much looking forward to working with you and
your colleagues.
Very truly yours,
6John"
an de Kamp
cc: Records Department (original signed by Client)
Conflicts Department (attn.: Douglas Cinque)
AGREED TO AND ACCEPTED:
For: City of Vernon
APPROVED:
Date:
By: Willard G. Yamaguchi Date:
Chief Deputy City Attorney
ATTEST:
Willard G. Yamaguchi, City Clerk
US] 30716855.3
.► _
OFFICE OF THE CITY CLERK
4305 Santa Fe Avenue, Vernon, California 90058
Telephone (323) 583-8811
January 5, 2012
Dewey & LeBoeuf LLP
Attn: John Van de Kamp
333 South Grand Avenue, Suite 2600
Los Angeles, CA 90071-1530
Re: Engagement Letter for Independent Reform Monitor Services
Dear Mr. Van de Kamp:
Transmitted herewith is a fully executed original agreement as
referenced above, approved through Resolution No. 2012-06, by
City Council on January 3, 2012.
If you have any questions regarding this matter, please call
Mark Whitworth at (323) 583-8811 ext. 398.
Very ruly yours,
RDG.
L R
City Clerk
WGY:dj
Enclosure
c: Mark Whitworth
Purchasing Department
Resolution No. 2012-06
Agreement No. 12-001
4
Excfusivefy IndustridC
DEWEY & LEBOEUF
December 15, 2011
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Administrator Mark Whitworth
Re: Eneaeement Letter re Reform Monitor
Dear Mr. Whitworth:
Dewey & LeBoeuf LLP
333 South Grand Avenue
Suite 2600
Los Angeles, CA 90071-1530
tel 213.621.6000
fax 213.621-6100
We are pleased that you have asked John Van de Kamp and his firm
Dewey & LeBoeuf LLP ("Dewey & LeBoeuf' or "Dewey") to serve as an Independent
Reform Monitor (the "Monitor"). With this letter, we provide you with an explanation of
the representation and address (1) identification of our client; (2) scope of our
engagement; (3) conflicts of interest; and (4) fees, expenses and other charges.
1. Client. This engagement does not create an attorney -client relationship
with the City of Vernon or any of its representatives or employees, although Dewey's
costs of representation will be reimbursed by the City of Vernon for payment to Dewey
& LeBoeuf.
NEW YORK I LONDON MULTINATIONAL PARTNERSHIP I WASHINGTON, DC
ALBANY I ALMATY I BEIJING I BOSTON I BRUSSELS I CHICAGO I DOHA I DUBAI
FRANKFURT I HONGKONG I HOUSTON I JOHANNESBURG(M)LTD. I Los ANGELES I MADRID I MILAN I MOSCOW
PARIS MULTINATIONAL PARTNERSHIP I RIYADH AFFILIATED OFFICE I ROME I SAN FRANCISCO I SILICON VALLEY I WARSAW
US] 30716855.3
City of Vernon
December15,2011
Page 2
2. Scope of Engagement. John Van de Kamp and Dewey & LeBoeuf are
engaged as an Independent Reform Monitor to: (a) assess and make recommendations
regarding ongoing compliance with the Political Reform Act of 1974, Government Code
Section 1090, Brown Act, Public Records Act and any other provisions of law governing
conflicts of interest and/or transparency in government; (b) make recommendations to the
City reasonably designed to improve and enhance the existing practices, procedures and
policies governing conflicts of interest and open government of the City, its departments,
divisions, and governing bodies; and (c) to review the City's governance reform measures
and initiatives and recommend measures and initiatives in the best interest of the City.
The term of this agreement shall be four years beginning February 15,
2012, subject to the termination provisions set forth in paragraph 5 herein.
Other than the Monitor's role as Vernon's Independent Ethics Advisor
ending February 15, 2012, the Monitor has had no pre-existing relationship with the City
of Vernon and shall satisfy himself that he can be effective and impartial in the
performance of the Monitor's duties. The Monitor is, and shall remain at all times, an
independent third -party, not an employee or agent of the City of Vernon, and shall
conduct his affairs accordingly. The Monitor shall perform his or her duties in a
professionally independent and objective fashion, as appropriate to the nature of the
engagement.
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City of Vernon
December 15, 2011
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The Monitor's duties and authority, and the obligations of the City of
Vernon with respect to the Monitor, are set forth below. All provisions defining the
Monitor's jurisdiction, powers, oversight authority and duties shall be broadly construed.
The Monitor shall:
a. Review and evaluate the effectiveness of the City of Vernon's
internal controls, record -keeping, internal audit, and existing or new reporting policies
and procedures with respect to the Political Reform Act of 1974, Government Code
Section 1090, Brown Act, Public Records Act and conflict of interest requirements.
b. Review and evaluate from a legal perspective the effectiveness of
the City of Vernon's policies and procedures relating to reimbursement of expenses and
payment of invoices to any individual affiliated with the City or the City Council,
including City employees, and shall make recommendations to the City regarding such
policies.
C. Review and evaluate from a legal perspective the effectiveness of
the City of Vernon's policies for selecting, engaging and paying consultants, including
the City of Vernon's conflict of interest policies. The Monitor shall review the structure
and content of the City of Vernon's current consulting agreements, and payments made to
consultants thereunder. The Monitor shall also review any consulting agreements
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City of Vernon
December 15, 2011
Page 4
proposed during the term of this agreement and recommend any alterations necessary to
ensure the proposed consulting agreement complies with all policies and procedures.
d. Review and evaluate from a legal perspective whether the City of
Vernon has adequate and appropriate policies pertaining to ethics and conflicts of
interest. The Monitor shall evaluate the extent of existing training and education and,
where the Monitor deems appropriate, make recommendations regarding additional
training and education relating to ethics and conflicts of interest.
e. Review the implementation of the measures recommended by the
Independent Ethics Advisor on July 29, 2011 and those recommended by Senator Kevin
de Leon on August 22, 2011 and make recommendations regarding their implementation
and such other measures which may be called for which are in the best interest of the
City.
The City of Vernon will cooperate fully with the Monitor. To that end, the
City of Vernon shall provide the Monitor with access to all non -privileged information,
documents, and records that relate to'the responsibilities of the Monitor. The City of
Vernon will further provide the Monitor with access to all employees, consultants or
Monitors and shall encourage full cooperation with the Monitor.
The City of Vernon shall not be obligated to provide the Monitor with
materials or information protected by the attorney -client privilege or work product
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City of Vernon
December _L� 2011
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doctrine. The Monitor shall where necessary take appropriate steps to maintain the
confidentiality of any information entrusted to him. The Monitor will undertake to avoid
disruption of the City of Vernon's ordinary operations.
The Monitor shall have the power to conduct audits of all city operations
and budgets as well as the power to review any proposed service contract that is
substantial in nature.
The Monitor may, at the City of Vernon's expense, select and hire outside
legal counsel, consultants, investigators, auditors, experts or other professionals to work
under his direction for the proper discharge of the Monitor's duties. Before retention, the
Monitor shall provide to the City Administrator a notice of the retention and a proposed
budget for their retention. The City Administrator shall not withhold reasonable retention
requests: if the City Administrator and/or the City Counsel finds such requests
unreasonable, such findings shall be communicated to the Monitor no later than 15 days
after submission of the retention and the budget proposal, and permit the Monitor to
submit an alternative proposal.
On or before July 31, 2012, the Monitor shall issue an written report to the
City Administrator and City Council and the state legislature detailing the Monitor's
findings and recommendations, if any, designed to improve the City of Vernon's internal
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City of Vernon
December la, 2011
Page 6
controls, policies and procedures. The Monitor shall issue such a report every 6 months,
i.e., shall be issued by January 31 and July 31 of each year of this contract.
Within forty-five (45) days after receiving the reports, the City
Administrator and City Council shall advise the Monitor in writing of any
recommendations that the City Administrator and City Council consider unduly
burdensome, impractical, costly or which would otherwise impair the day-to-day
operations of the City. With respect to any recommendation made by the Monitor that is
not adopted by the City Administrator and City Council, the City Administrator and City
Council shall propose in writing an alternative policy, procedure or system designed to
achieve the same objective or purpose.
The Monitor shall undertake follow-up reviews during the term of this
retention as reasonably deemed necessary and appropriate.
In order for the Monitor to fulfill his obligations, the City Administrator
shall provide adequate office space for the Monitor and his staff to conduct its on site
work.
The Monitor's assignment may be expanded at the express direction of the
City of Vernon's City Administrator and/or City Council.
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City of Vernon
December 15, 2011
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3. Loyalty and Conflicts of Interest.
City of Vernon agrees that the Monitor is independent and that this shall
not preclude Dewey from representing either existing or future clients in other matters.
Clients with Conflicting Interests. During or after the time we are engaged
in this matter, some other current or future client may ask us to represent it in connection
with some dispute, transaction, litigation, arbitration or other matter that is not
substantially related to this engagement in which the interests of such client may be
directly adverse to your interests. You agree that, consistent with the California Rules of
Professional Conduct (the "Rules") and the California Business and Professions Code,
Dewey & LeBoeuf may continue, or in the future undertake, to represent any existing or
new client in any such matter, provided that such representation is not substantially
related to this engagement.
Agreement to Firm's Consultation with Lawyers and Experts. In addition,
in the course of this engagement, and in order fully to satisfy our professional obligations,
we may from time to time need to consult with the lawyers in this firm or outside lawyers
or experts retained by the firm responsible for advising the firm on issues of professional
ethics and responsibility, including issues that may implicate your interests. You
acknowledge and agree that, notwithstanding the potential for conflict in our
consideration of our professional obligations, the firm is free to consult with such counsel
Usl 30716855.3
City of Vernon
December 55, 2011
Page 8
or experts at its own expense on such matters consistent with the firm's obligations under
the applicable rules of professional conduct.
4. Fees, Expenses and Other Charges.
Fees. Our fees for professional services in connection with this
engagement will generally reflect, and be determined primarily on the basis of, the hours
worked by Dewey & LeBoeuf attorneys and paralegals and the hourly rates in effect at
the time the services are rendered shall not exceed $550 per hour. However, if the cost of
living index ("CPI") increases 15% as measured from February 15, 2012, the rate will be
increased by that level (15%), upon notice to The City. No further increases will be
sought during the duration of the engagement. John Van de Kamp who will be the
primary Dewey attorney working on this matter has a billing rate of $550 per hour.
Associates will be used as needed and are charged at rates ranging from $300-$525 per
hour. Paralegals are charged at the rate of no more than $200 per hour. The minimum
billing unit for this representation is .25 of an hour. The amount of our fee takes into
account all relevant circumstances and factors as set forth in the Rules as it applies to us
as attorneys, including the nature of the services performed, the amount of time spent, the
experience and ability of the lawyers and paralegals working on this engagement, the
novelty and complexity of the specific issues involved, the time limitations imposed by
you or the circumstances and the responsibilities undertaken by us.
US] 307168553
City of Vernon
December 55, 2011
Page 9
Expenses and Other Charges. During the course of the engagement, the
City of Vernon will also be responsible for all expenses and service charges relating to
our engagement, whether billed directly by us or by individuals or entities retained by us,
including charges for long-distance telephone, photocopying at $0.10 per page, travel,
document production, word processing, postage and delivery, electronic and other data
storage and retrieval, filing fees and the like. Unless special arrangements are made, the
fees, expenses and charges of others (such as experts, investigators, local counsel,
consultants and document service providers who are expected to be primarily from the
L.A. area) and other large disbursements will not be paid by us, but will be the sole
responsibility of, and billed directly to, City of Vernon. These bills will be reviewed and
approved by the Monitor. Any expenses for travel outside of Los Angeles County or in
excess of $150 must be approved in advance by the City of Vernon.
Billing and Payment. In the normal course, you will receive on a monthly
basis a confidential statement of professional services rendered and expenses and service
charges incurred during the preceding month. Dewey will bill City of Vernon directly.
We expect that our statements will be paid promptly upon receipt by the
City of Vernon, and in any event within 30 days after the invoice date. If you have any
questions or comments concerning our services or charges during the course of our
representation, please bring them to my attention so that any problems can be quickly
resolved.
US 130716855.3
City of Vernon
December 55, 2011
Page 10
4. Indemnification. City of Vernon agrees to indemnify the Monitor from
and against any and all losses, claims, damages and liabilities, joint or several, to which
the Monitor may become subject under any applicable Federal or state law, or otherwise,
and related to or arising out of the engagement of the Monitor pursuant to, and the
performance by the Monitor of the services contemplated by, this Agreement and will
reimburse the Monitor for all reasonable expenses (including counsel fees and expenses)
as they are incurred in connection with the investigation of, preparation for or defense of
any pending or threatened claim or any action or proceeding arising therefrom, whether
or not the Monitor is a party and whether or not such claim, action or proceeding is
initiated or brought by or on behalf of City of Vernon. City of Vernon also agrees that
the Monitor shall have no liability (whether direct or indirect, in contract or tort or
otherwise) to the City of Vernon or its security holders or creditors related to or arising
out of the engagement of the Monitor pursuant to, or the performance by the Monitor of
the services contemplated by, this Agreement except to the extent that any loss, claim,
damage or liability is found in a final judgment by a court to have resulted from the
Monitor's bad faith or gross negligence.
City of Vernon agrees that, without the Monitor's prior written consent, it
will not settle, compromise or consent to the entry of any judgment in any pending or
threatened claim, action or proceeding in respect of which indemnification could be
sought under the indemnification provision in this letter agreement (whether or not the
US] 30716855.3
City of Vernon
December 1 2011
Page I l
Monitor is an actual or potential party to such claim, action or proceeding), unless such
settlement, compromise or consent includes an unconditional release of the Monitor from
all liability arising out of such claim, action or proceeding.
In the event that the Monitor is requested or required to appear as a
witness in any action brought by or on behalf of or against City of Vernon or any City of
Vernon affiliate in which the Monitor is not named as a defendant, including by subpoena
duces tecum City of Vernon agrees to reimburse the Monitor for all reasonable expenses
incurred by him in connection with the Monitor's appearing and preparing to appear as
such a witness, including, without limitation, the fees and disbursements of his outside
legal counsel, and to compensate the Monitor at the hourly rate the Monitor is
compensated pursuant to this Agreement.
City of Vernon's obligations under this section, "Indemnification", will
survive any termination of this Agreement. For avoidance of doubt, the obligations set
for this section apply to John Van de Kamp and any partner, employee or other person
working for and with Dewey in connection with this engagement.
5. Term of Engagement. The City of Vernon has the right to terminate
our engagement at any time for cause or upon the death or incapacitation of John Van de
Kamp, upon written notice, and all outstanding charges will become due at that time. We
reserve the right to withdraw from the engagement at any time consistent with the rules
US] 30716855.3
City of Vernon
December j_5, 2011
Page 12
of professional conduct. We may also suspend or terminate work on behalf of a client
that does not pay our statements within 90 days after they are rendered. Our right to
withdraw as Monitor shall, of course, be consistent with the applicable provisions of the
Rules.
Upon the termination of this engagement, we will either make
arrangements to return to you, or by your direction to the Vernon City Attorney, all
copies or originals of documents or materials belonging to you or otherwise constituting
your records, store them at the City of Vernon's expense or dispose of them. You agree
that we may keep copies of any such files if we so choose. You also agree that our own
internal files (including but not limited to firm administrative records, time and expense
reports, personnel and staffing materials, accounting records and related documents) and
attorney work product (including without limitation drafts, notes, legal memoranda, and
other legal and factual research reflecting our opinions and mental impressions)
pertaining to this matter are our property and will not be delivered to you at the
conclusion or upon the termination of our engagement, except that the City of Vernon
shall be entitled to any final research memoranda, and also to any documents supplied by
third parties
Governing Law. Our engagement shall be governed by, and construed in
accordance with, the laws of the State of California, exclusive of the law of conflicts of
laws.
US] 30716855.3
City of Vernon
Decembery5, 2011
Page 13
If a dispute develops about our fees, the City of Vernon may be entitled
under Section 6200, et seq., of the California Business and Professions Code to
arbitration of that dispute.
All actions or proceedings arising out of or relating to this engagement
(other than those to which Section 6200 et seq. applies) shall be heard and determined in
California state or federal court sitting in the County of Los Angeles, to whose
jurisdiction all parties to this engagement letter irrevocably and exclusively submit. In
connection with any such proceeding, you and the City of Vernon irrevocably waive to
the fullest extent permitted by law, any defense of forum non conveniens. You also
irrevocably agree that service of process may be made on the City of Vernon by service
of a copy of the summons and complaint by certified mail to Vernon's City Attorney by
certified mail to the Office of City Attorney, 4305 Santa Fe Avenue, Vernon, CA 90058.
Nothing herein shall limit the right of the parties to stipulate and agree to submit any
dispute to binding arbitration in lieu of litigation.
The terms of this engagement can be modified only by written agreement
of all the parties hereto.
If the foregoing correctly reflects the terms and conditions of our
engagement, please indicate your acceptance by executing the enclosed copy of this letter
USl 30716855.3
City of Vernon
December 15 , 2011
Page 14
in the space provided below and return it to our office. The effective date of our
engagement will be the date on which our service commenced.
We are delighted that we will have the opportunity to work with you on
this matter. If you have any questions about the terms of our engagement, please do not
hesitate to give me a call. We are very much looking forward to working with you and
your colleagues.
Very truly yours,
6Johnan de Kamp
cc: Records Department (original signed by Client)
Conflicts Department (atm.: Douglas Cinque)
AGREED TO AND ACCEPTED:
For: City of Vernon
William Davis, Mayor Pro-Tem
Chief,,Deputy City
01 i1) - �-C!2
Date:
Date:
US 1 30716855.3
1;?aoq-06
DEC 1 5 2011 STAFF REPORT
CITY CLERK'S o iCE CITY ADMINISTRATION
DATE: December 13, 2011
TO: Honorable City Council
FROM: Mark C. Whitworth, City Administrator
RE: Independent Reform Monitor Contract
Background
On August 22, 2011, Senator Kevin de Leon submitted a proposed series of Critical Path
Reforms as an alternative to the legislation attempting to disincorporate the City of Vernon. One
of the reforms included the appointment of an Independent Reform Monitor for a four-year
period.
On August 25, 2011, the City Council adopted resolutions affirming the City's commitment to
the continued adoption and implementation of the reform measures proposed by Senator De
Leon and the City's Independent Ethics Advisor, former Attorney General John Van de Kamp, in
his report dated July 29, 2011. The resolutions called for an election to propose to the voters of
the City a charter amendment requiring that an Independent Reform Monitor be retained for four
years and directed the City Administrator to negotiate a new four-year contract with Mr. Van de
Kamp to serve as the Independent Reform Monitor.
On November 22, 2011, the voters unanimously passed the proposed charter amendment. The
City Administrator has completed negotiations of the new four-year contract attached to this staff
report. The proposed contract commences February 15, 2012, and includes, among other duties
and authority, all of those prescribed by Senator De Leon in his August 22, 2011 letter.
Recommendation
It is recommended that the City Council adopt a resolution approving the attached agreement
with Mr. John Van de Kamp and his firm, Dewey & LeBoeuf, to serve as the City's Independent
Reform Monitor.
Attachment
RESOLUTION NO. 2012-79
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 JOHN VAN DE KAMP AND MAYER BROWN
LLP TO SERVE AS AN INDEPENDENT REFORM MONITOR
WHEREAS, on January 3, 2012, the City Council of the City of
Vernon adopted Resolution No. 2012-06 approving an agreement with John
Van de Kamp ("Van de Kamp") and Dewey & LeBoeuf LLP ("Dewey") to serve
as Independent Ethics Advisor for the City; and
WHEREAS, Van de Kamp notified the City that he was no longer
associated with Dewey and is now working with Mayer Brown LLP
("Mayer"); and
WHEREAS, the City of Vernon desires to retain the services
of Van de Kamp and Mayer to serve as the independent reform monitor
commencing May 14, 2012 and ending on February 15, 2016; 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 Van de Kamp to serve as the City's Independent Reform Monitor.
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 same form as the copy which is attached hereto as
RECEIVED
CITY CLERK'S OFFICE STAFF REPORT
CITY ADMINISTRATION
DATE: May 31, 2012
TO: Honorable City Council
FROM: Mark C. Whitworth, City Administrator
RE: Reform Monitor Contract Amendment r
Backeround
On January 3, 2012, via Resolution No. 2012-06, the City Council approved a four-year contract
with John Van de Kamp and Dewey & LeBoeuf LLP for Mr. Van de Kamp to serve as the City's
Independent Reform Monitor beginning February 15, 2012.
Dewey & LeBoeuf has closed its Los Angeles office and Mr., Van de Kamp has relocated to
Mayer Brown's Los Angeles office as of May 14, 2012.
On May 18, 2012, the City received a revised engagement letter from Mr. Van de Kamp
substituting Dewey & LeBoeuf with Mayer Brown. The terms are nearly identical, with the
exception of a minor change permitting Mr. Van de Kamp the use of partners as well as
associates at rates limited to $525 per hour, and a new schedule of other charges and expenses
found in Attachment A.
Legal counsel has reviewed the revised agreement and approved it as to form.
Recommendation
It is recommended that the revised engagement with John Van de Kamp and Mayer Brown for
Mr. Van de Kamp to continue to serve as the City's Reform Monitor during the period of May
14, 2012 through February 15, 2016 be approved and executed.
May 18, 2012
Mark Whitworth, City Administrator
City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Re: Representation by Mayer Brown LLP
Dear Mark:
MAYER* BROWN
Mayer Brown LLP
350 South Grand Avenue
251h Floor
Los Angeles, California 90071-1503
Main Tel +1 213 229 9500
Main Fax +1 213 625 0248
www.mayerbrown.com
John K. Van de Kamp
Direct Tel +1 213 229 9511
Direct Fax 2131576-8116
jvandekamp@mayerbrown.wm
Effective May 14, 2012 I have become Counsel at Mayer Brown LLP, a law firm whose
Los Angeles Office is at 350 S. Grand Avenue, 25rb Floor, Los Angeles, California.
On May 8, 2012 it became clear that my former law firm, Dewey & LeBoeuf was closing
its Los Angeles office, as termination notices were forwarded to all the secretaries and
associates. In the days preceding this notice firm closed down its copying services for attorneys;
no longer could the firm supply the support services required. I then made the choice to join
Mayer Brown's Los Angeles office. It is a highly regarded international firm with headquarters
in Chicago. My new colleagues at the firm include former California Assembly Speaker Bob
Hertzberg, former Secretary of State Commerce Mickey Kantor and others with substantial
governmental experience.
Given this turn of events, I attach a revised Engagement Letter substituting Mayer Brown
for Dewey & LeBoeuf The terms are nearly identical, except for a minor change on page 8
which permits me to use partners as well as associates limited to $525 per hour, and a new
schedule of other charges and expenses found in Attachment A.
I ask that this new Engagement Letter be approved, to be effective retroactively to May
14, 2012, the date of the changeover. This means that billing could come from Dewey &
LeBoeuf through May 11, 2012 and from Mayer Brown thereafter.
Mayer Brown LLP operates in combination with other Mayer Brown entities with offices in Europe and Asia
and is associated with Tauil & Chequer Advogados, a Brazilian law partnership.
AMECURRENT 701805798.1 063
Mayer Brown LLP
Mark Whitworth, City Administrator
May 18, 2012
Page 2
Thank you for your consideration.
Sincerely,
John . Van de Kamp
Enclosure
AMECURRENT 701805798.1 063