1. Primary Contact. Unless instructed otherwise in writing from the GC, OC shall communicate directly with the Lead Inside Counsel (LIC) at the beginning of the representation on each matter or proceeding. As needed, the LIC shall: (1) direct the representation; (2) serve as the liaison between OC and AECC personnel; and (3) ensure that appropriate AECC personnel are informed about and make the necessary substantive decisions required in connection with OC’s representation.

2. Staffing. Upon retention, OC shall submit in writing for preapproval a lead OC, as well as any other professional, staff member, contractor, consultant, expert, or vendor that will be handling AECC’s representation for the relevant matter (collectively referred to as Team Members). Team Members shall: (1) have a developed knowledge of AECC or, at a minimum, a developed knowledge of regulated public utilities, including electric cooperative utilities; (2) have appropriate subject matter expertise; (3) be assigned matters appropriate for their position; and (4) absent extraordinary circumstances, be able to provide continuous representation throughout the duration of the retention. At the request of OC, Additional Team Members may be added during the retention with AECC’s written consent.

3. Decision Making, Timing, and Approval. All strategic, tactical, staffing and significant resource allocation decisions concerning AECC’s representation shall be made in collaboration with the LIC and the affected AECC Division Vice President(s).2 OC shall keep LIC regularly informed of any significant decision that must be made or deadline that must be met and ensure LIC is notified sufficiently in advance of any important decisions or deadlines. Documents prepared for service or filing, or documents that will be provided to third parties on AECC’s behalf, shall be sent to the LIC with enough time for AECC to adequately review and approve such documents. Substantive briefs or testimony shall be submitted at least one week in advance of filing, and only in exceptional circumstances should the lead time for any non-urgent matter be less than 3 business days.

  1. Settlement Authority. OC shall have no settlement authority unless and until such authority is explicitly conferred in writing by LIC. OC shall not pursue formal or informal settlement discussions without LIC’s approval. OC shall immediately notify LIC of any settlement proposal offered by the opposing party or counsel.
  2. Ownership, Use of Information, Proprietary or Otherwise. All materials in any form (written, graphic, electronically stored or other) generated or prepared in the course of representing AECC and all copyrights therein shall belong to AECC. By accepting retention, OC agrees to assign all right, title, interest and copyrights, as applicable, in all such materials to AECC and agrees to execute all documents necessary for AECC to perfect its ownership and copyright interests.
  3. Budgets. When requested, or when professional fees are expected to exceed $25,000, on any given matter, OC shall submit a budget for approval that addresses the total estimate of projected fees and expenses for the duration of the retention. OC shall charge fees and expenses that are consistent with task-based budgets and shall seek AECC’s approval prior to incurring any unbudgeted fees.
  4. Technology. OC shall use software and technology compatible with AECC’s technology and systems. AECC will not be responsible for any costs associated with OC’s purchase or installation of hardware or software for AECC matters. In addition, OC shall provide all documents for review in native file format, e.g. Microsoft Word or Excel.
  5. Media Relations and Advertising. AECC does not authorize OC to comment publicly in any manner on any aspect of AECC's legal matter. All media inquiries relating to AECC should be referred promptly to the Vice President of Public Affairs. This lack of authorization includes even “no comment” or other non-substantive responses. If time is of the essence and the LIC cannot be reached, OC shall contact the GC. AECC does not permit OC to advertise or promote their relationship with AECC, other than by listing AECC as a representative client.
  6. Good Business Practices and Conflicts of Interest. OC shall use good business practices and comply with the rules of ethics and professional conduct. If requested by AECC, OC shall provide evidence of such practice and compliance in the following areas: (1) Protection of AECC’s confidential and/or proprietary information; (2) File retention; (3) Malpractice insurance; and (4) Conflicts of interest identification and prevention. In the instance of a conflict of interest or a potential conflict of interest, OC shall notify the LIC immediately. The LIC and the GC may waive such conflict in writing.