ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND DUNCAN, WEINBERG, GENZER, & PEMBROKE, P.C. FOR
SPECIALIZED UTILITY LEGAL SERVICES
COVER PAGE
Associate Counsel: Duncan, Weinberg, Genzer, & Pembroke, Responsible Principal of Associate Counsel: Lisa S. Gast, Vice President Notice Information - Associate Counsel: Duncan, Weinberg, Genzer, Pembroke, P.C.
1667 K Street, NW, Suite 700
Washington, DC 20006
Attention: Lisa S. Gast, Vice President
Phone: (202) 791-3601
Notice Information - City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attention: Todd Dusenberry, General
Manager of Public Utilities
Telephone: (323) 583-8811 ext. 579
Commencement Date: August 6, 2024
Termination Date: August 7, 2029
Consideration: Total not to exceed $1,160,382.00 (includes all applicable sales tax)
Records Retention Period Three (3) years, pursuant to Section 12.2
ATTORNEY SERVICES AGREEMENT (TRANSACTIONAL) BETWEEN THE CITY OF VERNON AND DUNCAN, WEINBERG, GENZER, & PEMBROKE, P.C. FOR
SPECIALIZED UTILITY LEGAL SERVICES
This Agreement is entered into by and between the City of Vernon ('City"), a California charter City and California municipal corporation ("City"), and Duncan, Weinberg, Genzer, & Pembroke, P.C., a Washington, DC professional corporation ("Associate Counsel"). City and Associate Counsel are collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City desires to engage Associate Counsel, to assist the Public Utilities Department with specialized utility-related legal services on an as-needed basis; and WHEREAS, Associate Counsel possesses the skills, qualifications, and experience necessary to assist as Associate Counsel in utility-related legal services; 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 interests 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 specialized utility-related transactional matters and other legal matters as specified in Exhibit "A", hereto. Lisa S. Gast, Vice President, a 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 performed to the satisfaction of said City Attorney.
Associate Counsel shall report to and receive direction from the Public Utilities Department and/or the City Attorney, depending on the matter assigned.
2.0 Time of Performance and Term.
The services of Associate Counsel are to commence upon the execution hereof ("Effective Date"), and the written assignment of particular matters, provided, the effectiveness of this Agreement is subject to approval by the City Council or City Administrator (as appropriate), 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 automatically terminate five (5) years from the Effective Date, subject and pursuant to the terms of this Agreement.
3.0 Budgeting.
Associate Counsel handling specific City matters will be expected to institute and to adhere to budgeting and planning procedures in the sole discretion of the City Attorney. The general framework of the litigation budgeting and planning procedures is as follows:
3.1 Budget:
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 Associate Counsel's attorney's hours, feos, and disbursements during each phase and .1.4 Each line item should be given a code number that can be used i he billing process and in preparation of updated progress report
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 therefron 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, s. or as more treauentv requested
are incurred) and shall include, with a discussion (where applicable): a) anticipated total costs; b) the primary issues; and c) tasks toward completion.
3.2.2 The Public Utilities Department shall be consulted by Associate Counsel regarding the component parts of projects/cases handlec so that the Public Utilities Department 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 Public Utilities Department is to be consulted regarding staffing of litigation and is to be advised of any significant shift in staffing.
3.2.4 The Public Utilities Department is to be provided with copies of As biling mansas or direcity fordays oraces in use boy
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 and around Los Angeles County for the same services. Fees for all services provided hereunder by all billers shall be charged in accordance with Exhibit "B", which is attached hereto and fully incorporated herein by reference. Associate Counsel's grand total, not-to-exceed compensation for the five (5) years of this Agreement shall not exceed the amount of $1,160,382.00, without prior approval of the City Council and written amendment of this Agreement.
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 10 cents a page), transcription fees, reporter's fees and ground transportation (in the amount set forth by the Internal Revenue Service standard mileage rate). 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, scanning hard-copy documents to pdf format, 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.
The Public Utilities Department 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 fees and costs for a particular month are insignificant (i.e., $500 or less), in which case such charges will be added to the following month's bill. The following information must be provided in monthly bills:
A. A detailed description of work, in time increments of .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.
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 for accountability and are therefore non-reimbursable.
E. The City will not pay for inter-office 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 case. 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. Upon City request, resumes will be provided for all persons (other than clerical or secretarial) working on the case.
H. No more than two non-attorney support staff may bill on a particular case without the prior approval of the City.
1. 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.
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, to compare the amount of work completed to a percentage of the budget absorbed.
L. The Public Utilities Department 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. Charges for time spent complying with billing inquiries and/or City audits are non-reimbursable.
O. Photocopies of deposition transcripts shall be made whenever possible to reduce deposition expenses.
P. 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 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/her sole discretion, objects for any reason.
9.0 General Procedures.
Copies of major documents, correspondence and periodic status reports shall be submitted to keep the Public Utilities Department advised of any major developments in the matter. Once the Plan is approved, Associate Counsel need not advise the City of each and every step being taken. As long as Associate Counsel is complying with the Plan, it 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.
10.0 Policy for Investigation and Discovery Assistance.
A copy of the City Attorney's Policy for Investigation and Discovery Assistance is attached hereto as Exhibit "C" which is attached hereto and fully incorporated herein by reference.
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.
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/her sole discretion, objects for any reason.
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.
Associate Counsel agrees to indemnify City, its officers, elected officials, employees and agents against, and will hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (herein "claims or liabilities"), including but not limited to professional negligence, that may be asserted or claimed by any person, firm or entity arising out of or in connection with the work, operations or activities of Associate Counsel, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the acts or omissions of Associate Counsel hereunder, or arising from Associate Counsel's performance of or failure to perform any term, provision, covenant or condition of this Agreement, except to the extent such claims or liabilities arise from the gross negligence or willful misconduct of City, its officers, elected officials, agents or employees.
14.0 INSURANCE.
Associate Counsel shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the work hereunder by the Associate Counsel, its agents, representative, or employees. The policies shall state that they afford primary coverage.
Automobile Liability Insurance - Primary insurance coverage shall be written on ISO Business Auto coverage form for all owned, hired, and non-owned automobiles or any auto. The policy shall have a combined single limit of not less than one million dollars ($1,000,000). If Associate Counsel is transporting one or more non-employee passengers in the performance of the services, the automobile liability policy shall have a combined single limit of two million dollars ($2,000,000). If Associate Counsel owns no autos, a hired, non-owned auto endorsement to the General Liability policy is acceptable.
14.1.1 Associate Counsel agrees to subrogate automobile liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the Associate Counsel under
the performance of the services. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds and, under the Associate Counsels' policy, there shall be a waiver of subrogation, and the policy shall be primary and non-contributory and will not seek contribution from the City's insurance.
14.2 Commercial General Liability Insurance - Associate Counsel shall carry General Liability Insurance covering all operations performed by or on behalf of the Associate Counsel providing coverage for bodily injury and property damage with a single limit of not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate limit written on an Insurance Services Office (ISO) Comprehensive General Liability "occurrence" Form CG 00 01 or its equivalent for coverage on an occurrence basis. The City of Vernon, its directors, commissioners, officers, employees, agents, and volunteers must be endorsed on the policy as additional insureds with respect to liability arising out of the Associate Counsels' performance of this Agreement. The additional insured coverage under the Associate Counsel's policy shall be primary and non-contributory and will not seek contribution from the City's insurance. The policy shall be endorsed to include a waiver of subrogation.
14.2.1 If Associate Counsel intends to employ other associate as part of the services rendered, the City must approve and will establish the appropriate insurance requirements.
14.2.2 Associate Counsel agrees to subrogate General Liability resulting from performance under this agreement by agreeing to defend, indemnify, and hold harmless, the City, and its respective employees, agents, and City Council from and against all claims, liabilities, suits, losses, damages, injuries and expenses, including all costs and reasonable attorney's fees ("Claims"), which are attributable to any act or omission by the Associate Counsel under the performance of the services.
14.3 Professional Errors and Omissions Coverage in a sum of not less than one million dollars ($1,000,000), where such risk is applicable. Applicable aggregate must be identified and claims history provided to determine amounts remaining under the aggregates.
Associate Counsel shall maintain such coverage for at least three (3) years after the termination of this agreement.
14.4 Umbrella Liability Insurance - An umbrella (over primary) may be used to comply with limits or other primary coverage requirements. When used, the umbrella policy shall apply to bodily injury/property damage and personal injury/advertising injury and shall include a "dropdown" provision providing primary coverage for any liability not covered by the primary policy. The umbrella policy shall have no additional exclusion or coverage difference from the primary policy. The coverage shall also apply to automobile liability.
14.5 Workers' Compensation/Employers Liability - 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:
14.5.1 Provide a copy of the permissive self-insurance certificate approved by the State of California or
14.5.2 Secure and maintain in force a policy of workers' compensation insurance with statutory limits and Employer's Liability Insurance with a limit of one million dollars ($1,000,000) per accident. The policy shall be endorsed to waive all rights of subrogation against City, its directors, commissioners, officers, employees, and volunteers for losses arising from performance of this Agreement or
14.5.3 lf Associate Counsel has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as "employees" under the Labor Code, and the requirement for Workers' Compensation coverage will be waived by completing the waiver form provided by the City.
14.6 If Associate Counsel maintains broader coverage and/or higher limits than the minimums shown above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Associate Counsel. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
14.7 Each insurance policy included in this clause shall be endorsed to state that coverage shall not be cancelled except after thirty (30) days prior written notice to City.
14.8 Insurance shall be placed with insurers with an A.M. Best rating of no less than A-VIII. Any self-insured retention or deductible in excess of $25,000 must be approved in advance by the City. Any policies written on a claims-based basis must include a minimum of a 3-year tail.
14.9 Prior to the 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 evidence 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 upon request.
14.10 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 to Associate Counsel, at City's option; (b) immediately terminate this Agreement and seek damages from the Agreement resulting from said breach; 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 to Associate Counsel.
15.0 Choice of Forum.
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Associate Counsel agrees that the State and Federal courts which sit in the State of California shall have exclusive jurisdiction over all controversies and disputes arising hereunder, and submits to the jurisdiction thereof.
16.0 Incorporation by Reference.
This Agreement incorporates by reference the Request for Proposal and specifications therein, and all attachments, and the Proposal by Associate Counsel, and all attachments.
17.0 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.
18.0 Equal Employment Opportunity Practices.
Associate Counsel certifies and represents that, during the performance of this Agreement, it and any other parties with whom it may subcontract shall adhere to equal employment opportunity practices to assure that applicants, employees and recipients of service are treated equally and are not discriminated against because of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition, sexual orientation or marital status. Associate Counsel further certifies that it will not maintain any segregated facilities. The Equal Employment Opportunity Practices provisions are set forth in Exhibit "D".
19.0 Ethical Guarantees.
19.1 Associate Counsel warrants that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Associate Counsel, or any agent of representative of Associate Counsel, to any officer or employee of City with a view toward securing this Agreement or favorable treatment with respect to any determination concerning the performance of this Agreement. In the event of breach of this warranty, City shall be entitled to pursue the same remedies including, but not limited to, termination, against Associate Counsel as it could pursue in the event of Associate Counsel's default.
19.2 Associate Counsel and its members shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).
20.0 Right to Offset Claims for Money.
All claims of money due or to become due from City shall be subject to deduction or offset by City from any monies due Associate Counsel by reason of any claim or counterclaim arising out of: (i) this Agreement, or (i) any purchase order, or (iii) any other transaction with Associate Counsel.
21.0 Modification.
Any modification of this Agreement will be effective only if it is in writing executed by all parties to this Agreement, and, where applicable, if it is approved by City Council.
22.0 Severability/Partial Invalidity.
If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, shall be finally found to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, then notwithstanding such determination, such term or provision shall remain in force and effect to the extent allowed by such ruling and all other terms and provisions of this Agreement or the application of this Agreement to other situations shall remain in full force and effect. Notwithstanding the foregoing, if any material term or provision of this Agreement or the application of such material term or condition to a particular situation is finally found to be void, invalid, illegal, or unenforceable by a court of competent jurisdiction, then the parties hereto agree to work in good faith and fully cooperate with each other to amend this Agreement to carry out its intent.
23.0 Time of the Essence.
Time is of the essence in the performance of this Agreement.
24.0 No assignment by a party hereto of any rights under or interest in this Agreement will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitations, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically state to the contrary in written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Agreement.
[Signatures Begin on Next Page].
IN WITNESS WHEREOF, the City and Associate Counsel have executed this Agreement as of the Commencement Date stated on the cover page and agree as set forth hereinabove.
DATED: CITY OF VERNON, a California charter City
and California municipal corporation
By:
Daniel Calleros, Interim City Administrator
DATED: 7-24-24 Duncan, Weinberg, Genzer, Pembroke,
P.C., a Washington, DC Professional
corporation
Susa Dast
By:
Name: Lisa Gast
Title: Vice President
By:
Name: R. Keith Gort
Title: Secretary
ATTEST:
Yonnie Parker,
Deputy City Clerk
APPROVED AS TO FORM:
Zaynah N. Moussa,
City Attorney
EXHIBIT A
SCOPE OF SERVICES
I. S SCOPE OF WORK
DWGP is able to assist with most, but not all, of the specialized legal services for VPU the City is seeking in this RFP. Specifically, DWGP is able to assist with: drafting contracts/related agreements, all matters related to FERC and CAISO, and specialized litigation, transactional, and/or advisory matters on an as-needed basis for VPU's electric and natural gas utilities.
Additionally, DWGP is able to support VPU with the legal structures related to renewable energy, procurement and serving load, including PPAs, EPC agreements, Pre-pay Agreements, developing large electric load related agreements, interconnection agreements, wholesale distribution tariffs, and energy exchange agreements. While DWGP is not able to provide tax advice, we would be able to assist in analyzing proposed financing agreements and structures.
DWGP is also able to advise on electric and natural gas rates matters, and energy risk management including WSPP, EEI Master Agreement, and NAESB contracts. Finally, DWGP is able to assist VPU in interpreting and compliance with laws affecting California POUs, such as in NERC, WECC, CAISO, CPUC, CEC, CARB, SCAQMD, SWRCB, and advice on any other federal and state legislative and regulatory changes as they arise regarding electric and natural gas utilities.
Il. WORKPLANAND APPROACH
We endeavor to provide our clients with innovative strategic advice and legal counsel. For example, there may be answers, responses, or solutions to the issues our clients face that on first blush seem appropriate. The more obvious choice may not be the best choice, and we never assume that is the case. Rather, our analytical process considers a multitude of factors: long-and short-term considerations, public perception, practical considerations, legal standards, the relevant facts, obvious as well as unconventional responses, and how the client defines success.
This helps us devise and tailor strategies that frame the discussion in a manner advantageous to our individual clients. Another way we set ourselves apart is through a high level of personal dedication to our clients' interests. While we always remain objective counselors, our representation is characterized by a passion for our clients' interests, which is demonstrated through scrupulous attention to detail and an eagerness to go the extra mile.
EXHIBIT B
FEES AND COST
Ill. FEES AND COSTS
Consistent with the RFP, DWGP proposes to provide legal services to the City for matters billed at hourly rates that are the same as those billed to other governmental entities for similar work.
DWGP proposes the following hourly rates:
Billing Rate Category Effective Date Jan. 2026- Jan. 2028- - Dec. 2025 Dec. 2027 May 2030
Shareholders / Of Counsel $450/hr. $470/hr. $490/hr.
Senior Associates (with five years of experience) $365/h. $380/hr. $395/hr.
Other Associates $320/hr. $330/hr. $340/hr.
Non-Attorney Staff (Analysts) $225/hr:. $225/hr. $230/hr.
Senior Paralegals $180/hr. $180/hr. $185/hr.
Other Paralegals / Law Clerks $150/hr. $150/hr. $155/hr.
Attorneys may be promoted from Associate to Senior Associate or from Senior Associate to Shareholder within the time of representation. DWGP will notify the City of any changes to personnel thirty (30) days in advance of such change in status.
While we understand the RFP to request "not-to-exceed amounts per item", given the assignment is to provide legal services on an as-needed basis, we propose to work with the City and VPU on the appropriate not-to-exceed amount for the contract.
DWGP understands and agrees to the Reimbursement terms of the Standard Form Contract and will not charge for the expenses prohibited therein.
EXHIBIT C
POLICY FOR INVESTIGATION AND DISCOVERY ASSISTANCE
The following sets forth the policy of this office regarding investigation and other assistance in the defense of liability cases involving the City of Vernon or City employees. The objective is to provide current and long-range investigative assistance and guidance on all liability cases.
1. Copies of the summons, complaint and claims investigation reports, if available, will be forwarded to Associate Counsel upon assignment of the lawsuit to defense counsel.
2. Associate Counsel, in evaluating the lawsuit, is to advise the City Attorney as to further investigative needs. The services of an investigating agency, approved by the City Attorney, may be requested to assist Associate Counsel in their investigation. The agency is to furnish this office with copies of all its reports.
3. After receiving Associate Counsel's request, the investigating agency commences the specified investigation and outlines its recommendations for additional investigation, but does not commence such additional investigation until specifically requested by Associate Counsel to do so.
4. In addition to investigation, the investigating agency assists with such discovery, needed diagrams, photographs and other information as may be requested by Associate Counsel.
5. Associate Counsel is requested to review the claims investigation file sent with the assignment of defense so as to preclude unnecessary or duplicate investigative expenses.
6. Copies of the Vernon Municipal Code and other City documents can be readily obtained from the City Attorney's Office.
7. Attendance at mandatory settlement conferences will include only Associate Counsel and an attorney from the City Attorney's Office. Neither the Claims Coordinator nor investigators shall attend unless specifically requested to do so by this office.
EXHIBIT D
EQUAL EMPLOYMENT 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. Associate Counsel 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.