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Resolution No. 2013-020RESOLUTION NO. 2013-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AN ATTORNEY SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND KRAMER TELECOM LAW FIRM, P.C. FOR MATTERS RELATED TO TELECOMMUNICATIONS LAW WHEREAS, the City of Vernon ("City") has determined that it needs the assistance of a qualified firm to assist the City with matters related to telecommunications law (the "Services"); and WHEREAS, the Director of Light & Power has determined that Kramer Telecom Law Firm ("Kramer") is qualified and capable of providing the Services; and WHEREAS, by memo dated December 27, 2012, the Director of Light & Power recommends the City enter into an attorney services agreement with Kramer setting forth the terms and conditions under which Kramer will provide the Services (the "Agreement); and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of Section 2.27(a). of the Vernon City Code, it is in the public interest and necessity to enter into an agreement with Kramer; and WHEREAS, Competitive bidding is not required for professional services of this nature, and the City Council is requested to award the contract without competitive selection on the basis that it is in the best interests of the City. The best interests exemption is based upon the fact that this law firm has unique experience in addressing this specialized area of telecommunications law from a municipal perspective and is familiar with the universe of applicants likely to approach Vernon for permission to operate within its corporate boundaries. 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 hereby finds and determines that the above recitals are true and correct. SECTION 2: The City Council of the City of Vernon finds that this action is exempt under the California Environmental Quality Act (CEQA), in accordance with Section 15061(b)(3), the general rule that CEQA only applies to projects that may have an effect on the environment. SECTION 3: The City Council of the City of Vernon hereby approves the Attorney Services Agreement (the "Agreement"), with Kramer Telecom Law Firm, P.C., a copy of which is attached hereto as Exhibit A. SECTION 4: 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; and the Interim City Clerk, or Deputy City Clerk, is hereby authorized to attest thereto. SECTION 5: 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, including but not limited to, any non -substantive changes to the Agreement attached herein. SECTION 6: The City Council of the City of Vernon hereby directs the Interim City Clerk, or the Interim City Clerk's designee, to send one executed Agreement to: Kramer Telecom Law Firm Attn.: Jonathan L. Kramer, Principal 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 2 SECTION 7: The Interim City Clerk of the City of Vernon shall certify to the passage, approval and adoption of this resolution, and the Interim City Clerk of the City of Vernon shall cause this resolution and the Interim City Clerk's certification to be entered in the File of Resolutions of the Council of this City. APPROVED AND ADOPTED this 22Id day of January, 2013. Name: Wi11'am J. Davis ATT S Dana ed, Interim City Clerk Title: Mayor / i] D± T _3_ STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, Dana Reed, Interim City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 2013-20, was duly passed, approved and adopted by the City Council of the City of: Vernon at a special meeting of the City Council duly held on Tuesday, January 22, 2013, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of the City of Vernon. Executed this "� day of January, 2013, at Vernon, California. I V V, Dana Reed, Interim City Clerk (SEAL) EXHIBIT A ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND KRAMER TELECOM LAW FIRM, P.C. COVER PAGE Associate Counsel: Responsible Principal of Associate Counsel: Notice Information - Associate Counsel Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period Kramer Telecom Law Firm, P.C. Jonathan L. Kramer, Esq., Principal Kramer Telecom Law Firm, P.C. Attention: Jonathan L. Kramer, Esq. 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 Phone: 310-312-9900 Facsimile: 310473-5900 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Director of Light & Power Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 January 23, 2013 January 22, 2016 Total not to exceed $45,000 (includes all applicable sales tax) 3 years ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND KRAMER TELECOM LAW FIRM, P.C. THIS AGREEMENT is entered as of , 2013, between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Kramer Telecom Law Firm, P.C., a California corporation ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties." RECITALS WHEREAS, the City, acting through its City Attorney, desires to engage Associate Counsel, in association with the City Attorney, to assist the City Attorney in various transactional matters and to provide advice and assistance in other legal matters from time to time; and WHEREAS, Associate Counsel possesses the skills, qualifications and experience necessary to assist as Associate Counsel in said matters; and WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interest of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City. NOW, THEREFORE, the Parties agree as follows: 1.0 Scope of Services. Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit "A", hereto. Jonathan L. Kramer, Esq., the principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. 2.0 Time of Performance and Term. The services of Associate Counsel are to commence upon the signing hereof ("Effective Date"), and the written assignment of particular matters, and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall terminate three years from the Effective Date. 3.0 Budoetina. Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion # 2 of the City Attorney. The general framework of the budgeting and planning procedures of said services is as follows: 3.1 Budaet: 3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney. 3.1.2 The budget shall include an estimate of the attorney's hours, fees and disbursements during each phase and activity. 3.1.3 The budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. 3.1.4 Each line item should be given a code number that can be used in the billing process and in preparation of updated progress reports. 3.1.5 The budget is not a fixed fee agreement and is subject to revision. However, Associate Counsel understands and agrees that failure to timely submit a budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel. 3.2 Plan. 3.2.1 In addition to the budget, Associate Counsel shall prepare a plan, at least every twelve months, or as more frequently requested. The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues, and c) tasks toward completion 3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion. 3.2.3 The City Attorney is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing. 3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of signing this Agreement. 4.0 Compensation. Reimbursement and Methods of Payments. 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "A", which is attached hereto and fully incorporated herein by reference. Associate Counsel's total compensation in any one year of this Contract shall not exceed the amount of Fifteen Thousand Dollars ($15,000), without prior approval of the City Council and written amendment of this Contract. Associate Counsel's grand total, not -to - exceed compensation for the three (3) years of this Contract shall not exceed the amount of Forty -Five Thousand Dollars ($45,000), without prior approval of the City Council and written amendment of this Contract. 4.2 Reimbursement. In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15 cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, secretarial time of any nature (normal, overflow or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services. 4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible. 4.4 The City expects moderation with regard to all expenses. 4.5 Method of Billing. Unless otherwise agreed, Associate Counsel shall provide monthly bills unless charges for a particular month are insignificant. The following information must be provided in monthly bills: A. A detailed description of work, in time increments of 0.1 hour (one tenth of an hour) for and by each and every individual billing services. Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account. B. Identification of the lawyer who is in charge of the matter. 4 C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. D. Each billing item will be separately stated on a separate line identifying the biller, the time spent and the exact nature of the service rendered. Narrative billing and block billing are unacceptable. For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, I.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work. Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", "telephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow accountability and are therefore unreimbursable. E. The City will not pay for interoffice conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case. G. The City expects the attorney assigned to the case to handle all significant matters in the delivery of legal services. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. Thus, only those attorneys or persons approved in advance by the City may bill on the case. Resumes will be provided for all persons (other than clerical or secretarial) working on the case. H. No more than two support staff may bill on a particular case without the prior approval of the City. I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date - stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc. 5 J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget. K. A tracking system must be set up to periodically, at least every six months, compare the amount of work completed to a percentage of the budget absorbed. L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research). N. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses. O. No finance charge or interest will be paid by the City, nor billed by Associate Counsel. 4.6 Timing of Payment. The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis. 5.0 Engagement of Other Counsel Specialists or Experts. Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney. 6.0 Termination of Agreement and Leaal Services. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination. 7.0 Interest of Members of Local Public Agency. No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 8.0 Interest of Counsel. Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his sole discretion, objects for any reason. 9.0 General Procedures. 9.1 Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the plan is approved, the firm need not advise the City of each and every step being taken. As long as the firm is complying with the plan, the firm should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken. 9.2 All correspondence to the City shall reference the City Attorney File . Number. 10.0 Policy for Investigation and Discovery Assistance. N/A 11.0. Conflict of Interest. Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law. 12.0 Maintenance and Inspection of Records 12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement. 12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies. 12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate. Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals and overhead. 13.0 Indemnity. 13.1 Associate Counsel agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, and covenants not to sue, the City, its Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of, any performance under this Agreement, or any acts, errors or omissions (including, without limitation, professional negligence) of Associate Counsel, its employers, representatives, subcontractors, or agents in connection with the performance of this Agreement. 13.2 This Agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Associate Counsel and its employees or agents, and members of the general public). 14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Associate Counsel, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each non-exempt hourly wage worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by non-exempt hourly wage employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay. Livina Wages. In addition, Associate Counsel, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City .contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. 15.0 INSURANCE. Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. # 8 15.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its Council, commissioners, officers, employees, agents and volunteers registered with the City of Vernon must be endorsed on the policy as additional insureds as respects liability arising out of the Associate Counsel's performance of this Agreement. 15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be purchased if non -renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 15.4 Associate Counsel shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: 15.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or 15.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or 15.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement. 15.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City. W 15.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 15.4.E Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 15.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel. 16.0 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 17.0 Incorporation by Reference. This contract incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments. 18.0 Order of Precedence. In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. 10 19.0 Name Change of Associate Counsel. Associate Attorney intends to change the name of its firm deleting the word "Kramer" therefrom so that the resulting name will be simply be 'Telecom Law Firm, P.C." (the "Updated Name"). The parties agree that upon written notice and adequate document provided to the City Attorney by Associate Attorney, the City Attorney may without further authorization from the City Council amend this Agreement to reflect the Updated Name. [Signatures Begin on Next Page]. 11 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 California municipal corporation William Davis, Mayor ATTEST: Dana Reed, Interim City Clerk APPROVED AS TO FORM: Nicholas George Rodriguez, City Attorney Kramer Telecom Law Firm, P.C., a California corporation 12 EXHIBIT A Kramer Telecom Law Firm, P.C. 2001 S Barrington Los Angeles, CA 90025 (310)312-9900 December 7, 2012 Nicholas George Rodriguez City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Legal Telecommunication Transactional Matters City Attorney No.: Dear Mr. Rodriguez: The following hourly fees are agreeable: A) Jonathan L. Kramer, Esq. $250.00 B) Associate Counsel $190.00 C) One Paralegal $ 75.00 Additional quotes for other telecommunications matters will be provided on an as - requested basis. Very truly yours, Jonathan L. Kramer Principal # 13 EXHIBIT B EQUAL OPPORTUNITY EMPLOYMENT PRACTICES PROVISIONS A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. # 14 EXHIBIT C POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE N/A 15 EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wages: A requirement that Employers pay qualifying employees a wage of no less than $10.30per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employers compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. # 16 OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 March 25, 2013 Jonathan L. Kramer, Principal Kramer Telecom Law Firm 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 Re: Attorney Services Agreement for Matter Related to Telecommunications Law Dear Mr. Kramer: The insurance requirements have been met. Transmitted herewith is a fully executed original agreement, as referenced above, approved by City Council on January 22, 2013, through Resolution No. 2013-20. If you have any questions regarding this matter, please call Mr. Ali Nour at 323/583-8811 ext. 316. Very truly yours, Deborah R. Juarez Records Management Assistant Enclosure c: Carlos Fandino Ali Nour Purchasing Department Resolution No. 2013-20 Agreement File No. 13-006 E,cfusivefy Industriaf ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND KRAMER TELECOM LAW FIRM, P.C. COVER PAGE Associate Counsel: Responsible Principal of Associate Counsel: Notice Information - Associate Counsel: Notice Information - City: Commencement Date: Termination Date: Consideration: Records Retention Period Kramer Telecom Law Firm, P.C. Jonathan L. Kramer, Esq., Principal Kramer Telecom Law Firm, P.C. Attention: Jonathan L. Kramer, Esq. 2001 S. Barrington Avenue, Suite 306 Los Angeles, CA 90025 Phone: 310-312-9900 Facsimile: 310-473-5900 City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Attention: Carlos Fandino Director of Light & Power Telephone: (323) 583-8811 ext. 834 Facsimile: (323) 826-1408 January23, 2013 January 22, 2016 Total not to exceed $45,000 (includes all applicable sales tax) 3 years ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND KRAMER TELECOM LAW FIRM, P.C. THIS AGREEMENT is entered as of , 2013, between the City of Vernon ("City"), a California charter City and California municipal corporation ("City"), and Kramer Telecom Law Firm, P.C., a California corporation ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties." RECITALS WHEREAS, the City, acting through its City Attorney, desires to engage Associate Counsel, in association with the City Attorney, to assist the City Attorney in various transactional matters and to provide advice and assistance in other legal matters from time to time; and WHEREAS, Associate Counsel possesses the skills, qualifications and experience necessary to assist as Associate Counsel in said matters; and WHEREAS, the City Attorney of the City of Vernon, herein referred to as "City Attorney," is the Chief Legal Advisor for the City and is charged with the responsibility of protecting the interest of the City, its Council, officers, employees and agents, as provided for by California law and the Charter and ordinances of the City. NOW, THEREFORE, the Parties agree as follows: 1.0 Scope of Services. Associate Counsel hereby is associated as Counsel of Record in association with the City Attorney to perform such legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in Exhibit "A", hereto. Jonathan L. Kramer, Esq., the principal member of the firm of Associate Counsel, shall be responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Counsel's firm and by its employees. It is understood that the City Attorney is chief counsel of record for all purposes, and Associate Counsel's performance hereunder shall be under the direction and supervision of the City Attorney, that Associate Counsel shall coordinate its services hereunder with the City Attorney to the extent required by said City Attorney, and that all performances required hereunder by Associate Counsel shall be performed to the satisfaction of said City Attorney. 2.0 Time of Performance and Term. The services of Associate Counsel are to commence upon the signing hereof ("Effective Date"), and the written assignment of particular matters, and shall be undertaken and completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care. This Agreement shall terminate three years from the Effective Date. 3.0 Budoetina. Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion if 2 of the City Attorney. The general framework of the budgeting and planning procedures of said services is as follows: 3.1 Budoet: 3.1.1 Associate Counsel shall, if requested by the City Attorney, provide a plan and a Budget, or revisions thereof, which will include a projection of recommended steps to be taken in the assigned matter and a range of costs for each step. The Plan and Budget will be reviewed and updated as necessary, at least every twelve months, or as more frequently requested by the City Attorney. 3.1.2 The budget shall include an estimate of the attorney's hours, fees and disbursements during each phase and activity. 3.1.3 The budget should include the anticipated cost of each line item, the time allotted to complete it and the professional level of the person handling it. 3.1.4 Each line item should be given a code number that can be used in the billing process and in preparation of updated progress reports. 3.1.5 The budget is not a fixed fee agreement and is subject to revision. However, Associate Counsel understands and agrees that failure to timely submit a budget or major unjustified deviations therefrom may constitute a breach and result in termination of this Agreement with Associate Counsel. 3.2 Plan. 3.2.1 In addition to the budget, Associate Counsel shall prepare a plan, at least every twelve months, or as more frequently requested. The plan will start as an initial evaluation (before substantial costs are incurred) and shall include, with a discussion: a) anticipated total costs; b) the primary issues, and c) tasks toward completion 3.2.2 The City Attorney shall be consulted by Associate Counsel regarding the component parts of projects/cases handled so that the City Attorney can determine, or secure a determination from the City Council, as appropriate, tactics, strategy and whether a particular activity makes sense from an economic standpoint or can be done more economically in another fashion. 3.2.3 The City Attorney is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing. 3.2.4 The City Attorney is to be provided with copies of any billing manuals or directions for billing practices in use by Associate Counsel within thirty (30) days of signing this Agreement. 4.0 Compensation. Reimbursement and Methods of Payments. 4.1 Compensation. Associate Counsel has established rates for the City of Vernon which are comparable to and do not exceed the best rates offered to other governmental entities in Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "A", which is attached hereto and fully incorporated herein by reference. Associate Counsel's total compensation in any one year of this Contract shall not exceed the amount of Fifteen Thousand Dollars ($15,000), without prior approval of the City Council and written amendment of this Contract. Associate Counsel's grand total, not -to - exceed compensation for the three (3) years of this Contract shall not exceed the amount of Forty -Five Thousand Dollars ($45,000), without prior approval of the City Council and written amendment of this Contract. 4.2 Reimbursement. In addition to the compensation provided above, the City will reimburse Associate Counsel only for the following expenses: printing, copying costs (not to exceed 15 cents a page), long distance telephone calls, faxes, transcription fees, reporter's fees and ground transportation (not to exceed 44.5 cents a mile). Any other expense (e.g., travel expenses or travel time beyond Southern California) must be approved by the City Attorney in writing and in advance. No compensation shall be allowed for general overhead or support services such as typing, word processing, secretarial time of any nature (normal, overflow or overtime), clerical work, Lexis or Westlaw, equipment rental, calendaring, setting up files, updating files, computer time or service, nor any other expense not itemized in the approved Case Budget or otherwise approved by the City Attorney. There shall be no mark-ups on outside services. 4.3 The City Attorney must approve in advance any single disbursement item in excess of $500.00, including, but not limited to, investigators, copying and experts. Requests for costs exceeding $500.00 shall contain a recommendation of alternative information services, including use of City employees. Associate Counsel will use City Staff in lieu of outside experts whenever feasible. 4.4 The City expects moderation with regard to all expenses. 4.5 Method of Billing. Unless otherwise agreed, Associate Counsel shall provide monthly bills unless charges for a particular month are insignificant. The following information must be provided in monthly bills: A. A detailed description of work, in time increments of 0.1 hour (one tenth of an hour) for and by each and every individual billing services. Associate Counsel shall keep the City advised regarding the identity and the billing rates of those people who work on the litigation account. B. Identification of the lawyer who is in charge of the matter. # 4 C. Detailed disbursement breakdowns, including the nature and purpose of each disbursement. D. Each billing item will be separately stated on a separate line identifying the biller, the time spent and the exact nature of the service rendered. Narrative billing and block billing are unacceptable. For example, if numerous tasks are undertaken in one day, each should be identified with a specified time for performing that task, i.e. a telephone call, a court appearance, a meeting or legal research. All tasks performed on the same day should be entered as separate entries, identifying the time spent on each. Telephone conferences should specify the participants and the subject matter discussed. The City will not pay for vague descriptions for services which do not state the precise nature of the work performed and the need for the work. Words such as "research", "strategy", "analysis", "discovery", "conference", "preparation", "case management", "memorandum", "correspondence", 'Relephone call" or "meeting", without an explanation of (1) the specific topic or subject matter, (2) the persons involved, and (3) the need therefor, do not allow accountability and are therefore unreimbursable. E. The City will not pay for interoffice conferences among attorneys/billers unless a conference is a necessary strategy meeting relating to some significant legal issue or event, such as an upcoming trial, and then only one attorney may be billed. Where charges are made for conferences, the specific reason and need for each conference must be stated in detail, and the participants identified. F. Where charges are made for research time, the specific issue being researched and the need must be identified. City has retained Associate Counsel for its expertise, and therefore expects not to be billed for introductory or background research. The City will not pay for attorneys, law clerks and paralegals educating themselves or doing work of a transient nature on the case. G. The City expects the attorney assigned to the case to handle all significant matters in the delivery of legal services. If other attorneys are assigned to assist the primary attorney, the City must be notified. The City may request that the assigned work be instead handled by the primary attorney. Thus, only those attorneys or persons approved in advance by the City may bill on the case. Resumes will be provided for all persons (other than clerical or secretarial) working on the case. H. No more than two support staff may bill on a particular case without the prior approval of the City. I. One paralegal may be used. Assignment of work to such paralegal should not result in duplicative work by the attorneys, or reworking of paralegal's work. Paralegal shall not perform clerical work, such as filing, indexing, date - stamping, organizing, etc., but shall perform work such as research, summarizing depositions, investigation, interviews of witnesses, etc. 5 J. Upon request, each item billed must be coded to a specific budget line item, so a bill may be easily compared with the approved budget. K. A tracking system must be set up to periodically, at least every six months, compare the amount of work completed to a percentage of the budget absorbed. L. The City Attorney reserves the right to request various levels of detail and specific formats (such as columnar comparisons with established budgets). M. The City will not pay for more than one biller doing any task (e.g. two or more attorneys attending the same depositions or the same court appearances, a biller redoing the work of another biller, or duplicative entries for reviewing and analyzing documentation and legal research). N. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses. O. No finance charge or interest will be paid by the City, nor billed by Associate Counsel. 4.6 Timing of Payment. The City shall pay Associate Counsel for services rendered and costs incurred hereunder, at the rates and in the amounts provided hereunder, on a monthly basis. 5.0 Engagement of Other Counsel. Specialists or Experts. Associate Counsel shall not engage or otherwise incur an obligation to pay other counsel, specialists or experts for services in connection with this Agreement without the prior written approval of the City Attorney. 6.0 Termination of Agreement and Legal Services. Subject to the applicable provisions of the Rules of Professional Conduct of the State Bar of California, this Agreement and all legal services to be rendered hereunder may be terminated at any time by written notice from either party with or without cause. In such event, all finished or unfinished documents, project data and reports, both originals and all duplicate copies, in all forms and media requested by the City, shall immediately be turned over to the possession of City, which owns all such materials. In the event of such termination, Associate Counsel shall be paid for all satisfactory work, unless such termination is made for cause, in which event compensation, if any, shall be adjusted, in the City's sole discretion, in light of the particular facts and circumstances involved in such termination. 7.0 Interest of Members of Local Public Aaenc No member of the governing body of the City, and no other officer, employee or agent of the City who exercises any discretion, function or responsibility in connection with the carrying out of any project to which this Agreement pertains, shall have any personal interest, direct or indirect, in this Agreement. 8.0 Interest of Counsel. Associate Counsel agrees to secure the informed written consent of the City Attorney before accepting any representation adverse to the City (actual or apparent) during the term of this Agreement, and to forego such representation if the City Attorney, in his sole discretion, objects for any reason. 9.0 General Procedures. 9.1 Copies of major documents, correspondence and periodic status reports shall be submitted to keep the City Attorney advised of any major developments in the matter. Once the plan is approved, the firm need not advise the City of each and every step being taken. As long as the firm is complying with the plan, the firm should provide periodic reviews and information on significant matters. The City does not, however, want boilerplate routine letters announcing each and every procedural step being taken. 9.2 All correspondence to the City shall reference the City Attorney File Number. 10.0 Policy for Investigation and Discovery Assistance. N/A 11.0. Conflict of Interest. Associate Counsel certifies that no member, officer or employee of the Associate Counsel is an officer or employee of the City of Vernon except to the extent permitted by law. 12.0 Maintenance and Inspection of Records 12.1 The City and any other Federal, State or local governmental agency, and any of their authorized auditors or representatives, shall have access to, and the right to audit and reproduce any of Associate Counsel's records to the extent the City or such other governmental agency deems necessary to ensure that City is paying only the amounts to which Associate Counsel is properly entitled or for other purposes relating to the Agreement. 12.2 Associate Counsel shall maintain and preserve all such records for at least three (3) years after termination of the Agreement or until an audit has been completed and accepted in writing by City. Upon written notice by the City, the Associate Counsel shall promptly make all such records available to auditors or other representatives of the City or other governmental agencies. 12.3 If Associate Counsel does not maintain such records in the City of Vernon, Associate Counsel shall either deliver said records at its expense to Vernon or shall promptly reimburse City for all reasonable costs incurred in conducting the audit at a location other than the City of Vernon, including, but not limited to, expenses for personnel, salaries, private auditors, lodging, meals and overhead. 13.0 Indemnity. 13.1 Associate Counsel agrees to indemnify, hold harmless, release and defend (even if the allegations are false, fraudulent or groundless), to the maximum extent permitted by law, and covenants not to sue, the City, its Council and each member thereof, and its officers, employees, commission members and representatives, from any and all liability, loss, suits, claims, damages, costs, judgments and expenses (including attorney's fees and costs of litigation) which in whole or in part result from, or arise out of, or are claimed to result from or to arise out of, any performance under this Agreement, or any acts, errors or omissions (including, without limitation, professional negligence) of Associate Counsel, its employers, representatives, subcontractors, or agents in connection with the performance of this Agreement. 13.2 This Agreement to indemnify includes, but is not limited to, personal injury (including death at any time) and property or other damage (including, but without limitation, contract or tort or patent, copyright, trade secret or trademark infringement) sustained by any person or persons (including, but not limited to, companies, or corporations, Associate Counsel and its employees or agents, and members of the general public). 14.0 Enforcement of Wage and Hour Laws. Eight hours labor constitutes a legal day's work. The Associate Counsel, or subcontractor, if any, shall forfeit twenty-five dollars ($25) for each non-exempt hourly wage worker employed in the execution of this Agreement by the respective Contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Sections 1810 through 1815 of the California Labor Code as a penalty paid to the City; provided, however, work performed by non-exempt hourly wage employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than 1'/2 times the basic rate of pay. Living Wages. In addition, Associate Counsel, or Subcontractor, if any, working on City service contracts of any amount, as to all employees spending time on City contracts shall observe the City's Living Wage Ordinance and all requirements thereof at all times on City .contracts. The Current Living Wage Standards are set forth in Exhibit D. Upon request, certified payroll shall be provided to the City. 15.0 INSURANCE. Associate Counsel shall, at its own expense, procure and maintain policies of insurance of the types and in the amounts set forth below, for the duration of the Agreement, including any extensions thereto. 11 8 15.1 Automobile Liability with minimum limits of at least $100,000/300,000/500,000 if written on a personal automobile liability form, for using a personal vehicle; or an amount of $500,000 including owned, hired, and non -owned liability coverage if written on a Commercial automobile liability form. 15.2 General Liability with minimum limits of at least $1,000,000 combined single limits written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" form or its equivalent for coverage on an occurrence basis. Premises/Operations and Personal Injury coverage is required. The City of Vernon, its Council, commissioners, officers, employees, agents and volunteers registered with the City of Vernon must be endorsed on the policy as additional insureds as respects liability arising out of the Associate Counsel's performance of this Agreement. 15.3 Professional Errors and Omissions coverage in a sum of at least $1,000,000. If a claims -made policy is obtained, a "tail" of at least three years shall be purchased if non -renewed within three (3) years of completion of performance under this Agreement. Applicable aggregates must be identified and claims history provided to determine amounts remaining under the aggregate. 15.4 Associate Counsel shall comply with the applicable sections of the California Labor Code concerning workers' compensation for injuries on the job. Compliance is accomplished in one of the following manners: 15.4.1 Provide copy of permissive self-insurance certificate approved by the State of California; or 15.4.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a minimal limit of $1,000,000 per accident. The policy shall be endorsed to waive all rights of subrogation against City, its Council, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement; or 15.4.3 Provide an insurance exemption form certifying that no employees subject to workers' compensation law will be used in performance of this Agreement. 15.4.4 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days' prior written notice to City. 0 15.4.5 Insurance shall be placed with insurers with a Best's rating of no less than B:VIII. 15A.6 Prior to commencement of performance, Associate Counsel shall furnish City with a certificate of insurance for each policy. Each certificate is to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificate(s) must be in a form approved by City. City may require complete, certified copies of any or all policies at any time. 15.4.7 Failure to maintain required insurance at all times shall constitute a default and material breach. In such event, Associate Counsel shall immediately notify City and cease all performance under this Agreement until further directed by the City. In the absence of satisfactory insurance coverage, City may, at its option: (a) procure insurance with collection rights for premiums, attorney's fees and costs against Associate Counsel by way of set-off or recoupment from sums due Associate Counsel, at City's option; (b) immediately terminate this Agreement; or (c) self insure the risk, with all damages and costs incurred, by judgment, settlement or otherwise, including attorney's fees and costs, being collectible from Associate Counsel, by way of set-off or recoupment from any sums due Associate Counsel. 16.0 Choice of Forum. The parties hereby agree that this Agreement is to be enforced in accordance with the laws of the State of California, is entered into and/or is to be performed in the City of Vernon and that all claims or controversies arising out of or related to performance under this Agreement shall be submitted to and resolved in a forum within the County of Los Angeles at a place to be determined by the rules of the forum. 17.0 Incorporation by Reference. This contract incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments. 18.0 Order of Precedence. In case of conflict between the terms of this Agreement and the terms in any document attached as an exhibit or otherwise incorporated by reference, the terms of this Agreement shall strictly prevail. 10 19.0 Name Change of Associate Counsel. Associate Attorney intends to change the name of its firm deleting the word "Kramer" therefrom so that the resulting name will be simply be 'Telecom Law Firm, P.C." (the "Updated Name"). The parties agree that upon written notice and adequate document provided to the City Attorney by Associate Attorney, the City Attorney may without further authorization from the City Council amend this Agreement to reflect the Updated Name. [Signatures Begin on Next Page]. # 11 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 California municipal corporation By: William Davis, Mayor APPROVED O FOl Ititill� Nicholas George Rodriguez, City Attorney Kramer Telecom Law Firm, P.C., a California corporation # 12 EXHIBIT A EXHIBIT A Kramer Telecom Law Firm, P.C. 2001 S Barrington Los Angeles, CA 90025 (310) 312-9900 December 7, 2012 Nicholas George Rodriguez City Attorney City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Legal Telecommunication Transactional Matters City Attorney No.: Dear Mr. Rodriguez: The following hourly fees are agreeable: A) Jonathan L. Kramer, Esq. $250.00 B) Associate Counsel $190.00 C) One Paralegal $ 75.00 Additional quotes for other telecommunications matters will be provided on an as - requested basis. Very truly yours, Jonathan L. Kramer Principal 13 EXHIBIT B EXHIBIT B EQUAL OPPORTUNITY EMPLOYMENT PRACTICES PROVISIONS A. Associate Counsel certifies and represents that, during the performance of this Agreement, the contractor and each subcontractor shall adhere to equal opportunity employment practices to assure that applicants and employees are treated equally and are not discriminated against because of their race, religious creed, color, national origin, ancestry, handicap, sex, or age. Contractor further certifies that it will not maintain any segregated facilities. B. Associate Counsel agrees that it shall, in all solicitations or advertisements for applicants for employment placed by or on behalf of Associate Counsel, state that it is an "Equal Opportunity Employer" or that all qualified applicants will receive consideration for employment without regard to their race, religious creed, color, national origin, ancestry, handicap, sex or age. C. Associate Counsel agrees that it shall, if requested to do so by the City, certify that it has not, in the performance of this Agreement, discriminated against applicants or employees because of their membership in a protected class. D. Associate Counsel agrees to provide the City with access to, and, if requested to do so by City, through its awarding authority, provide copies of all of its records pertaining or relating to its employment practices, except to the extent such records or portions of such records are confidential or privileged under state or federal law. E. Nothing contained in this Agreement shall be construed in any manner as to require or permit any act which is prohibited by law. # 14 EXHIBIT C EXHIBIT C POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE N/A 15 EXHIBIT D EXHIBIT D LIVING WAGE PROVISIONS Minimum Living Wanes: A requirement that Employers pay qualifying employees a wage of no less than $10.30 per hour with health benefits, or $11.55 per hour without health benefits. Paid and Unpaid Days Off: Employers provide qualifying employees at least twelve compensated days off per year for sick leave, vacation, or personal necessity, and an additional ten days a year of uncompensated time for sick leave. No Retaliation: A prohibition on employer retaliation against employees complaining to the City with regard to the employers compliance with the living wage ordinance. Employees may bring an action in Superior Court against an employer for back pay, treble damages for willful violations, and attorney's fees, or to compel City officials to terminate the service contract of violating employers. M, RECEIVE® JAN 14 2013 CITY CLERK'S OFFICE STAFF REPORT LIGHT & POWER DATE: January 7, 2013 TO: Honorable Mayor and City Council 12 FROM: Carlos Fandino, Director of Light & Power Gq 14 o�dl3-,2- c) RECEIVED JAN 0 9 2013 CITY ADMINISTRATION RE: Approval of Kramer Telecom Law Firm Agreement for Attorney Services (Transactional) related to Telecommunication Matters Recommendation It is recommended that the City Council find the adoption of the resolution in this staff report is exempt under the California Environmental Quality Act (CEQA) in accordance with Section 15061 (b)(3), the general rule that CEQA only applies to projects that may have an effect on the environmental. It is recommended that the City Council approve the attached agreement with Kramer Telecom Law Firm regarding matters related to telecommunications law without competitive bidding (professional service exemption) and without competitive selection (best interests of the City) at the January 22, 2013 meeting. Background The City of Vernon installs, owns and maintains electric wood poles, conduits and manhole systems within the city boundary. From time to time, various privately owned telecommunication operators request authorization to attach to city owned infrastructures with wires and antennas. Various State mandated rules apply when dealing with these requests. Unique legal expertise in telecommunication matters is needed for the City to effectively interact with the requestors and meet State requirements. The proposed contract is for three -years and is not to exceed $15,000 per year plus expenses pre - approved by the City. Competitive bidding is not required for professional services of this nature, and the City Council is requested to award the contract without competitive selection on the basis that it is in the best interests of the City. The best interests exemption is based upon the fact that this law firm has unique experience in addressing this specialized area of telecommunications law from a municipal perspective and is familiar with the universe of applicants likely to approach Vernon for permission to operate within its corporate boundaries. INTEROFFICE MEMORANDUM Light & Power Department DATE: December 12, 2012 TO: Carlos Fandino, Director of Light & Power FROM: Ali Nour, Engineering Manager O SUBJECT: Legal Telecommunication Transactional Matters — Services Agreement with Kramer Telecom Law Firm, P.C. I am requesting authorization to forward the agreement specifically tailored for the engagement of Kramer Telecom Law Firm to City Attorney for his review, comment and approval as to form. The Law Firm will perform legal services as may be required from time to time in connection with specific transactional matters and other legal matters as specified in the attached Exhibit. Kramer Telecom Law Firm will be primarily responsible for the performance of services hereunder, shall personally handle all significant matters, and shall supervise any services performed by other members of Associate Council's firm and by its employees. Kramer Telecom Law Firm total compensation in any one year of this contract shall not exceed the amount of $15,000.00 without prior formal approval. Associate Council's grand total, not -to -exceed compensation for the three years of this contract shall not exceed the amount $45,000.00, without prior formal approval. Upon City Attorney's approval as to form, I am requesting that this item be addressed in January 8, 2013 City Council meeting. If you have any questions, please let me know. ARN/ Attachments Juarez, Debbie From: Arriola, Justin Sent: Monday, March 25, 2013 11:39 AM To: Juarez, Debbie Subject: RE: Res. No. 2013-20 Kramer Telecom Law Firm Agreement - Insurance Inquiry They have provided acceptable insurance. Justin Arriola Risk Management Dpt. Jarriola@ci.vernon.ca.us (323) 583-881 1 ext:315 CONFIDENTIALTTY NOTICE: This a -mail transmission, and any documents, files or previous c-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 [Iris transmission in error, please immediately notify the sender. Please destroy the original transmission and its attachments without reading or saving in any manner. From: Juarez, Debbie Sent: Monday, March 25, 2013 11:28 AM To: Arriola, Justin Subject: RE: Res. No. 2013-20 Kramer Telecom Law Firm Agreement - Insurance Inquiry Hi Justin. I'm just following up on this one to see if you were able to get insurance for them yet. Thank you. Worahjuarez WScords 514anagementAssistant City of'Vernon - City Cferk;s Office 4305 Santa Tv,4ivnue Venion, (:,q 90058 (323) 583-8811 From: Arriola, Justin Sent: Thursday, January 24, 2013 11:00 AM To: Juarez, Debbie Subject: RE: Res. No. 2013-20 Kramer Telecom Law Firm Agreement - Insurance Inquiry Please be advised that the Kramer Telecom Law Firm does not have valid insurance on file. Justin Arriola Risk Management Dpt. Jarriola@ci.vernon.ca.us (323) 583-8811 ext:315 CONPIDENTDALITY NOTICE: This c mail transmission, and any documents, files or 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.