September 6, 2022
Eleanor Manzano
Elected City Clerk
City of Redondo Beach
415 Diamond Street, Door 1
Redondo Beach, CA 90277
Eleanor Manzano
RE: Investigations
Dear Ms. Manzano:
The W Group, Inc. is pleased to confirm the engagement of our services which is memorialized in the Agreement that follows.
Services
You have asked that we perform a variety of investigative and consulting services (the “Assignment”). This Agreement applies to all agents and/or representatives engaged by The W Group on the Assignment.
We understand that you may ask us to undertake additional tasks on the Assignment that will be governed by the terms set forth in this document, unless different terms are set forth and agreed to by both of us. During the course of the Assignment, please let us know if you have any questions at any time. It is our hope to provide timely services to you through an open line of communication.
We agree to perform the Assignment under your direction. We understand that you may supply us with certain information and materials which are confidential and, in certain limited cases, might be protected by attorney-client privilege, and we agree that such information and materials are attorney work product and are protected by the attorney-client privilege. We also agree that all work performed by The W Group during this Assignment is governed by the City of Redondo Beach Municipal Code, and any amendments thereto. We will keep such information in strict confidence and will not disclose it to anyone not authorized by you, we will not use it for any other purpose, both during the time of our work on this matter and afterwards. We further agree that, at the end of our engagement on this matter, we will return to you all documents containing any such confidential information.
We understand that we should, as a general matter, refrain from discussing our work on this matter with others unless directed by the City of Redondo Beach. If we have any questions now or in the future about what we can or cannot say about this case or our work for you, we will discuss it with you or another representative designated by you.
Indemnification
You agree to hold harmless. indemnify and defend The W Group, Inc., (including costs of any retained counsel mutually approved by The W Group, Inc. and the City of Redondo Beach) its officers, employees, contractors and agents from any and all claims, actions, losses, damages and liability arising out of the performance of this Agreement, or from the enforcement or interpretation of any provision of the City of Redondo Beach Municipal Code, from any cause whatsoever, including the acts, errors or omissions of any person and for any costs or expenses incurred by The W Group, Inc. on account of any claim except where such indemnification is prohibited by law. Your agreement to hold harmless and to indemnify us does not extend to such claims, damages and costs resulting from any actions by us constituting gross negligence, fraud, willful or unlawful conduct or a breach of this Agreement.
Confidentiality
Unless otherwise directed by the City of Redondo Beach, we agree to maintain the confidentiality of all confidential and proprietary information we receive from you. While investigations authorized by the City of Redondo Beach are pending and/or awaiting a final prosecution decision, you, and third-party partners of City of Redondo Beach, agree that reports and information received from us will be treated as confidential and are intended solely for your private and exclusive use, except with our prior consent. If a prosecution declination decision results from any work performed by us, the City of Redondo Beach agrees to protect all nondisclosable information as well as any personally identifiable information (PII) that is otherwise protected by California statutes.
Notwithstanding the foregoing, The W Group, Inc. and the City of Redondo Beach agree that confidential or proprietary information does not include any information that is:
• Required to be disclosed by law, including without limitation the California Public Records Act; and
• Required to be disclosed by government order.
Termination
City may terminate this Agreement upon at least thirty days written notice to The W Group prior to the termination date. The W Group shall be paid for all services and reasonable out-of-pocket expenses incurred prior to the termination date. Written notice must be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.
Eleanor Manzano The W Group
Elected City Clerk 1630 N. Main Street
City of Redondo Beach Suite 318
415 Diamond Street, Door 1 Walnut Creek, CA 94596
Redondo Beach, CA 90277
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail. Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
Fees and Charges
We have agreed to charge for our professional services at our agreed upon project rate of $200 per hour per professional assigned to any aspect of the Assignment, plus reasonable out-ofpocket expenses. Any reasonable out-of-pocket expenses arising out of performance of this Agreement, including database fees, court costs, copying fees, parking, mileage in accordance with the IRS rate, and tolls are in addition to professional fees and will be passed along at cost.
From time to time, and with the prior written approval of the City of Redondo Beach, The W Group, Inc, may retain the services of court-certified experts, such as videographers, questioned document examiners or election accountants. The costs for those professionals will be incorporated into any invoices submitted to the City of Redondo Beach. However, no costs described in this section shall be paid unless receipts substantiating the expenses are attached to the invoices.
We agree that, as an independent consultant, we are not employees of the City of Redondo Beach. As such, we are responsible for any tax obligations arising from payment of consulting fees to us.
We shall provide invoices on a monthly basis, and payment of those invoices are due within forty five (45) days of City of Redondo Beach’s receipt of the invoice; provided, however, that there is no dispute over the amount. The invoices will detail reasonable out-of-pocket expenses, as well as provide a brief description of relevant tasks of each project.
This Agreement shall be effective as of the date on which we first provide services to you. If this engagement letter is satisfactory to you, kindly execute and return this document.
We look forward to assisting your efforts on this Assignment.
Very truly yours,
Scott A. Wilcox Michael G. Wagner
President Vice President
SIGNATURES ON NEXT PAGE
IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 6th day of September, 2022.
CITY OF REDONDO BEACH, THE W GROUP, INC.,
a chartered municipal corporation a California corporation _________________________ By: _________________________ William C. Brand, Mayor Name: Scott A. Wilcox
Title: President
_________________________
Eleanor Manzano, City Clerk
ATTEST: APPROVED:
____________________________ ____________________________ Eleanor Manzano, City Clerk Diane Strickfaden, Risk Manager APPROVED AS TO FORM:
____________________________
Michael W. Webb, City Attorney