MINTZ LEVIN
44 Montgomery Street, 36th Floor
San Francisco, California 94104
415 432 6000
Jon Welner 415 432 6093 jwelner@mintz. com
415 432 6001 fax
www.mintz.com
July 12, 2018
Michael W. Webb
City Attorney
City of Redondo Beach
415 Diamond Avenue
Redondo Beach, CA 90277
E-Mail: [email protected]
Re: Engagement of Mintz Levin as Legal Counsel
Dear Mr. Webb:
We are very pleased that you have selected Mintz Levin as legal counsel for the City of Redondo Beach, and we look forward to working with you as we commit ourselves to a successful and effective relationship.
This engagement letter and the enclosed engagement documents are intended to provide Clients and Mintz Levin the clarity and protection that a carefully articulated agreement provides. The engagement documents are a formal way to ( 1) ensure that our representation adheres to the rules of professional responsibility that all licensed attorneys are obligated to uphold, (2) describe the scope ofMintz Levin' s obligations to Clients and ( 3) delineate the terms of representation to which Clients agree.
Mintz Levin has long placed Client satisfaction as a paramount goal of its practice, and always has recognized that Client satisfaction depends both on the quality of the Firm's legal work and, as important, on strong relationships built on mutual respect and good will. This engagement letter and the enclosed engagement documents are a direct reflection of that commitment.
As legal counsel for the City, the Firm will provide general legal services, including representation in the following matters: Application for Certification for the Redondo Beach Energy Plant, filed by AES Southland, LLC on November 20, 2012; real estate and land use issues related to the AES Redondo Beach Generating Station; Redondo Beach Waterfront, LLC v. City ofRedondo Beach, Case No. BS 168564, filed in' Los Angeles Superior Court on March 28, 2017; Redondo Beach Waterfront, LLC v. City ofRedondo Beach, Case No. BC682833, filed in Los Angeles Superior Court on November 9, 2017; Redondo Beach Waterfront LLC v. Bill Brand et al., Case No. BS 169781, filed in Los Angeles Superior Court on May 30, 2017; real estate and land use issues related to the Redondo Beach Waterfront Project; and additional matters as requested by the City Attorney.
Terms of the Mintz Levin Engagement. This engagement letter, together with the enclosed Engagement Memorandum to Mintz Levin Clients and the Firm' s Billing, Disbursement and Expense Policies, both of which are incorporated herein by reference, describe Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
BOSTON I LONDON I LOS ANGELES I NEW YORK I SAN DIEGO I SAN FRANCISCO I STAMFORD I WASHINGTON 79128606v. 1
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
City of Redondo Beach
July 12, 2018
the terms ofMintz Levin' s engagement. Among other things, these documents explain the Firm's billing arrangements and procedures, discuss staffing, request an advance conflict of interest waiver and explain the respective responsibilities of Mintz Levin and our Clients with regard to the Firm' s engagement. Please read these enclosures carefully, and call me to discuss any questions that you may have. Execution and return of the engagement letter to us will signify Client agreement to the provisions of this engagement letter, the Billing, Disbursement and Expense Policies and the Engagement Memorandum.
Promotional Materials. Because Mintz Levin is proud to represent you, the Firm would like permission to use your name, logo, trademarks and service marks in the Firm' s promotional materials. We also may want to set up a link from Mintz Levin' s home page to yours. If you agree, Mintz Levin will take your signature on this engagement letter as consent. If not, either because you would like to keep the Firm' s representation of you confidential or for any other reason, simply cross out this paragraph before you sign and return this engagement letter to the Firm.
Mintz Levin is very pleased to have the opportunity for this representation, and we look forward to working with you. Please call us with any questions about this letter or its enclosures. Unless you have questions or special instructionsfor us, we shall assume that you have reviewed this letter infull and accept all ofthe terms outlined in this letter and the enclosures.
Please do not hesitate to contact me at any point throughout the engagement with any questions or uncertainties you wish to discuss. We very much appreciate the opportunity to represent the City of Redondo Beach.
Please return an executed copy ofthis letter to my attention, and thank you.
Very truly yours,
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City of Redondo Beach
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CITY ATTORNEY
Mayor Bill Brand
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
City of Redondo Beach
July 12, 2018
Enclosures (4): Duplicate engagement letter to be signed and returned to Mintz Levin; Engagement Memorandum to Clients; Billing, Disbursement and Expense Policies; and Additional Terms Required by City of Redondo Beach t . tui
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79128606v. 1
ENGAGEMENT MEMORANDUM TO MINTZ LEVIN CLIENTS
Thank you for selecting Mintz Levin to represent you. This Engagement Memorandum and the enclosed engagement letter and statement ofthe Firm' s billing policies describe the basis upon which the Firm will provide legal services. Please forgive the legalistic nature of these engagement documents, but we believe it important to discuss and agree upon the terms of the Firm' s representation at the outset. Please contact your engagement attorney with any questions.
1. The Scope ofMintz Levin' s Enjiajiement. Mintz Levin' s engagement is limited to representation of the Client( s) named in the engagement letter( even if someone other than the Client is responsible for paying Mintz Levin). Thus, ifthe Client is a corporation, partnership, joint venture, trade association or other entity, Mintz Levin has not agreed to provide representation to or for constituents of the Client entity, such as directors, officers, members, partners, shareholders, subsidiaries, affiliates, employees, etc. of the Client. In addition, the Firm' s engagement is limited to the matter(s) described in the Firm' s engagement letter, and for any additional matters for which the Firm expressly agrees to provide representation.
2. Responsibilities and Understandinjis. Mintz Levin will keep Clients reasonably informed ofdevelopments and respond promptly to Client inquiries. Any fee estimate the Firm might provide in connection with a matter necessarily is based on a number of uncertain factors.
As a result, the Firm' s bills will be determined in accordance with the Firm' s billing policies and may vary from any estimates given (unless a fixed fee has been agreed upon in writing).
The Client agrees to determine whether any insurance coverage is or may be available concerning the subject matter of the engagement and provide notice to all insurers that may provide coverage. If an insurer or any third-party undertakes payment of any portion of the Firm' s bills, however, the Firm and Client agree that the Client will remain responsible for payment ofany amounts billed by Mintz Levin not paid by an insurer. Similarly, ifthe Client is awarded legal fees payable by another party, the Client remains responsible for payment of Mintz Levin fees billed even ifthe fees awarded to the Client are less than fees billed.
The Client also acknowledges that Mintz Levin has not provided the Client with any legal advice concerning the basis, terms and conditions of the Firm' s engagement.
3. Advance Consent and Waiver ofCertain Current and Future Conflicts ofInterest; Confidential Information. Mintz Levin has hundreds of lawyers and other professionals in multiple cities providing legal services to thousands ofClients in an array of practice areas.
Many Mintz Levin Clients interact with one another as competitors, suppliers, customers and otherwise. As a result, there will be legal matters in which Mintz Levin Clients will be directly adverse to one another. In these circumstances, the Firm' s ability to represent one Mintz Levin Client in conflict with another Mintz Levin Client is governed by applicable Rules of Professional Conduct, as may be modified by agreement between the Firm and our Clients.
Thus, whenever ethically permissible and feasible, Mintz Levin seeks Client agreement to a limited waiver of certain actual or potential conflicts of interest enabling the Firm to provide legal services in as many Client matters as possible.
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1. You acknowledge and agree that, to the extent permitted under applicable ethical guidelines, if Mintz Levin is not representing you as counsel in a particular matter the Firm can represent other Clients directly adverse to you in that matter including, without limitation, in matters involving counseling, commercial negotiations, bankruptcy, reorganization, workouts and other similar matters, legislative proceedings, administrative proceedings and litigation.
This advance waiver will be effective, however, only if each of the following conditions are met:
1) Mintz Levin has not received confidential information from you that is directly relevant to the matter and the matter is not substantially related to any current or past matter in which Mintz Levin represented you; and (2) Mintz Levin attorneys substantially involved in your representation will not be involved in the adverse matter. In addition, before Mintz Levin undertakes representation in any such matter the Firm will assess, on the basis of then-existing circumstances, whether the proposed adverse representation is within ethical boundaries. We will advise you of any such adverse representation as soon as allowed under applicable ethical guidelines.
4. Termination ofthe Firm' s Entajiement; Document Retention. Mintz Levin' s engagement by a Client terminates when the Firm sends the last bill to the Client for the final matter that is the subject of an engagement. As a former Client, the Firm will not have any obligation to provide advice concerning legal matters related to the Firm' s prior engagement( s).
At any time, Clients have the right to terminate Mintz Levin' s representation, subject to the continuing obligation to pay the Firm amounts for services rendered prior to termination.
Upon termination, all previously billed time charges will be due and payable immediately, along with any new bills for time already spent on the representation, but not yet billed. Subject to applicable ethical guidelines, Mintz Levin reserves the right to charge the Client, and the Client agrees to pay, for all reasonable and necessary time charges and expenses incurred in assisting the Client in making a transition to new counsel, including without limitation duplication of file materials and transfer of those materials to the Client or at the Client' s direction.
Subject to applicable ethical rules and legal requirements, the Firm reserves the right to withdraw, without objection by Client, from representation, upon reasonable notice and without material adverse effect on a Client( and only after obtaining any permission from any court or tribunal that may be required), while providing the Client with a reasonable opportunity to arrange for alternative counsel. Reasons for the Firm' s withdrawal might include, without limitation, Client breach of any of the terms of the engagement letter, this Engagement Memorandum or the Firm' s Billing, Disbursement and Expense Policies. In addition, if you object to an adverse representation involving a matter in which the conditions for a conflict waiver set forth in Section 3 of this Engagement Memorandum have been met, you agree that Mintz Levin may elect to resign from your representation and transfer your representation to other counsel of your choice, and thereby resolve your objection. In those circumstances, you agree that you will continue to be bound by your advance consent and waiver of conflicts of interest without further objection or right to disqualify the Firm.
As to document retention, Mintz Levin reserves the right to destroy or otherwise dispose of materials in your Client file within a reasonable time after termination of an engagement.
Thus, subject to ethical requirements and provisions of law applicable to Client documents, Mintz Levin will have no obligation to retain files relating to the Firm' s engagement beyond a reasonable period of time sufficient to permit a Client to request documents from Mintz Levin. 79128606v. 1
4 We very much appreciate the opportunity to represent you. You have expressed confidence in Mintz Levin by retaining the Firm, and we will strive to provide you with outstanding service and value.
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Mintz Levin' s Billing, Disbursement And Expense Policies
1. Billinji andAttorneys' Fees.
Mintz Levin will bill you on the basis of the Firm' s schedule ofhourly rates in effect when the Firm renders services. Periodically, those rates are adjusted and the adjusted rates will be applicable to all pending and future engagements to take into account the increased experience ofFirm attorneys, cost of living increases and increased overhead. Time charges for tasks for which Clients will be billed include, without limitation, telephone conferences, meetings, internal office conferences, negotiations, review of files and documents sent or received, drafting, correspondence, memoranda, legal and fact research, depositions, court appearances and travel. Billing statements will be the product of the hours worked multiplied by the hourly rates for the attorneys and other professionals doing the work.
Mintz Levin' s hourly rates for attorneys and other members ofthe professional staff are based on years of experience, specialization and level of professional attainment. Some aspects ofthe engagement will require a higher degree of expertise than other aspects. It is Mintz Levin' s policy to assign and delegate responsibilities based upon the degree of experience and expertise required and the availability of attorneys with the relevant experience and expertise.
The Client' s engagement attorney will call on Firm attorneys, including shareholders or other members, or may use associates and paralegal assistants, to accomplish certain tasks more costeffectively. Generally, current hourly rates for members of the Firm range from $460 - $ 1, 300 per hour; hourly rates for associates range from $285 - $ 700 per hour; hourly rates for technical specialists range from $230 - $ 400 per hour; and hourly rates for paralegals are $ 90 - $ 320 per hour. The current hourly rate of attorneys expected to work on this matter are: Jon Weiner, $620; and Antony Nash,$ 620. These rates are significantly below our standard rates for private clients and for government/nonprofit clients.
In most circumstances, the Firm will render bills at least monthly and each invoice is due and payable upon Client receipt of that invoice. In the event that Mintz Levin does not receive full payment on an invoice within 30 days of the date shown on the invoice, payment on that invoice will be considered delinquent. Ifthe Firm' s invoices are not paid when due, further services may be withheld at Mintz Levin' s discretion until overdue bills are paid or resolved, at which time the Firm may request security for payment of future bills and condition the rendering of additional services upon receipt of that security. Mintz Levin also will have the option to terminate an engagement upon reasonable notice ifthe Client does not pay bills promptly. Mintz Levin' s Finance Department is generally charged with overseeing the status of our receivables, and Business Office personnel may contact Clients directly about unpaid bills. Interest will be charged at the rate of 1% per month on delinquent payments ( or such lesser rate as required by law), and the Client will be responsible for all costs of collection (including attorneys' fees whether or not such services were rendered by Mintz Levin attorneys) as may be allowed by law.
Should you ever have any questions about a bill please contact your Mintz Levin engagement attorney promptly to discuss those questions.
If Mintz Levin is required to respond to a subpoena seeking production of Firm records relating to services that Mintz Levin performed for the Client, or ifthe Firm is required to testify by deposition or otherwise concerning such services, Mintz Levin will consult with the Client as to whether the Client wishes the Firm to supply the information requested or assert the attorneyclient privilege to the extent available under applicable law. To the extent permitted under applicable ethical guidelines, by engaging Mintz Levin you agree to pay the Firm for hourly time 79128606v.15"
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charges and expense incurred in responding to such demands and in providing advice, ifthe Firm is able to do so, regarding a response to such subpoenas without regard to whether or not Mintz Levin continued to represent you when the subpoena was delivered. Such charges may include, without limitation, the time and expense incurred in searching for documents and for photocopying costs, reviewing documents, making objections, appearing at hearings and depositions and otherwise responding to issues raised by such document requests or testimony.
2. Disbursements andExpenses. In addition to fees for legal services, our bills include charges for expenses incurred and other services rendered in connection with the services provided. The items for which we make separate charges include, without limitation, photocopying, printing ofword processing documents ( including documents received by email), conference calls, messenger and other delivery services, postage, travel-related expenses ( e.g., airfare and other transportation charges, mileage, lodging, etc.), food service, secretarial overtime (on weekdays before 9: 00 a.m. and after 5: 00 p.m., and at all times on weekends) and document preparation and binding.
The charge for photocopying and printing of word processing documents is fifteen cents per page. The charge for overtime secretarial service is forty-five dollars per hour. Charges for non-legal staff services such as on- site document binding are priced to approximate the cost which would be incurred if outside services were used. For preparation of documents requiring desktop publishing techniques and for client-specific data base development, pricing arrangements will be established.
In addition, we make separate charges for the use of Lexis, Westlaw and other computerized commercial research database systems that provide enhanced access to a wide range of available resources and information. When applicable, we also charge for costs incurred for such items as filing fees, service of process, stenographers, transcripts, witness fees, experts, title examinations and other professional services and similar items.
Also, an engagement may make it appropriate to hire third-party service providers on behalf of Clients. These services may include consulting or testifying experts, investigators, electronic litigation support( including the creation of appropriate databases), stenographers and others. With respect to costs incurred to third parties, our bills reflect the actual charge made by the third party. Although Mintz Levin assumes responsibility for retaining appropriate service providers necessary for Client representation, we often request that the supplier of the goods or services bill the client directly. Exceptions to these direct billing arrangements may be made for reasons of client confidentiality, urgency or other reasons approved by the responsible attorney, and the Client shall be responsible for paying all fees, charges and expenses directly to those service providers even though the bills for those services may be directed initially by the provider to Mintz Levin. In these cases, it is the Firm' s policy to request reimbursement from clients out of the normal billing cycle.
The Firm may ask you to provide funds in advance of any necessary disbursement.
Should Mintz Levin choose to advance those charges as a matter of convenience, the Client will be responsible for reimbursing the Firm promptly for that payment after being billed for or informed ofthe charges.
79128606v. 1
Additional Terms Required by City of Redondo Beach
1. Transition Costs.
Mintz Levin will not bill the City for the cost of transitioning matters from other law firms, including the time required for attorneys to familiarize themselves with ongoing matters.
2. Insurance Requirements.
2.1 Workers' Compensation Insurance. Firm shall maintain Workers' Compensation Insurance where applicable.
2.2 Insurance Amounts. Firm is not authorized to drive an automobile for the City or on City business.
2.3 Malpractice Insurance. Firm shall maintain malpractice insurance.
3. Non-Liability ofOfficials and Employees ofthe City.
No official or employee ofCity shall be personally liable for any default or liability under this Agreement.
4. Non-Discrimination.
Firm covenants there shall be no discrimination based upon race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
S. Independent Contractor.
It is agreed to that Firm shall work as an independent contractor and not as employee ofCity, and shall obtain no rights to any benefits which accrue to City' s employees.
6. Compliance with Law.
Firm shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
7. Ownership of Work Product.
All documents or other information developed or received by Firm in the course and scope of work for the City shall be the property ofCity. Firm shall provide City with copies of these items upon demand or upon termination of this Agreement.
8. Conflict ofInterest and Reportinz.
Firm shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this Agreement. Firm agrees to complete and file a California State Form 730 disclosure statement if required by the City Attorney. 79128606v. 1
4 9. Licenses, Permits, and Fees.
Firm' s attorneys working on this matter shall have current California State Bar Licenses.
10. Familiarity with Work.
By executing this Agreement, Firm warrants that, to the extent applicable: ( 1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and ( 3) it understands the difficulties and restrictions of the work under this Agreement. Should Firm discover any conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City and shall not proceed, except at Firm' s risk, until instructions are received from City.
11. Time ofEssence.
Time is ofthe essence in the performance of this Agreement.
12. Limitations on Subcontractinji andAssignment.
Neither this Agreement nor any portion shall be assigned by Firm without prior consent of the City Attorney.
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ALAS
Attorneys
e Liability
iiii% Assurance
Society Ltd.
January 22, 2018
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P. C.
One Financial Center
Boston, MA 02111
To Whom It May Concern:
CONFIRMATION OF INSURANCE
We hereby confirm that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P. C. has Professional Liability Coverage under Policy ALA#1333 with an annual limit of$50, 000,000 per claim and $ 100, 000,000 in the aggregate with the right, under stated conditions, to purchase extended reporting rights upon termination of such Policy by ALAS.
The self-insured retention under such Policy is $ 1, 000,000 each claim up to an aggregate of$2, 000,000 and $ 100, 000 each claim thereafter.
The Policy effective date is from January 1, 2018 to January 1, 2019.
Such Policy is subject to the terms, conditions, limitations and exclusions stated therein.
ATTORNEYS' LIABILITY ASSURANCE SOCIETY, INC.,
A RISK RETENTION GROUP
By: 7
n Date: / R / zeicc?
Nancy J. Montroy
Vice President - Director of Underwriting
311 S. Wacker Drive, Suite 5700
Chicago, IL 60606- 6629
tel 312. 697.6900
fax 312 6976901
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