FIRST AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES
BETWEEN THE CITY OF REDONDO BEACH
AND THE LAW OFFICE OF TODD SIMONSON, PC
THIS FIRST AMENDMENT TO THE AGREEMENT FOR LEGAL SERVICES (“First Amendment”) is made between the City of Redondo Beach, a chartered municipal corporation (“City”) and the Law Office of Todd Simonson, PC (“LOTS”).
WHEREAS, on February 15, 2022, the parties entered into the Agreement for Legal Services between the City and LOTS (the “Agreement”); and, WHEREAS, the parties desire to amend the Agreement in accordance with the Engagement Letter dated September 25, 2024 (“Engagement Letter”), attached hereto, and desire that the Engagement Letter constitute the entire agreement between the parties.
NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, and intending to be legally bound, the parties hereby agree to the following:
1. Entire Agreement. The Engagement Letter dated September 25, 2024, attached to this First Amendment, constitutes the entire agreement between the parties and supersedes any previous written or oral agreement. In the event of any inconsistency between the terms of the Agreement and the terms of the Engagement Letter, the terms of the Engagement Letter shall govern.
IN WITNESS WHEREOF, the City and the Law Office of Todd Simonson have entered into this First Amendment as of this 8th day of October, 2024.
CITY OF REDONDO BEACH Law Office of Todd Simonson
James A. Light, Mayor Todd Simonson
Attest:
Eleanor Manzano, City Clerk
Approved:
Diane Strickfaden, Risk Manager
Approved as to Form:
Michael W. Webb, City Attorney
September 25, 2024
CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED COMMUNICATION
VIA E-MAIL ONLY [[email protected]]
Michael W. Webb, Esq.
City Attorney
City of Redondo Beach
Re: Engagement of the Law Office of Todd Simonson, PC (“LOTS”) Dear Mr. Webb,
The purpose of this letter is to confirm our engagement by the City of Redondo Beach (the “City”) to conduct the investigations described below. The terms of this engagement letter supersede the agreement between LOTS and the City executed in February 2022. We appreciate your confidence and thank you for selecting us to assist the City.
Scope of Services. The City hires LOTS to conduct an impartial personnel investigation into a complaint of excessive force by a police officer on July 8, 2024, and an allegation of failing to report that use of force by the same officer and another police officer on the scene.
LOTS will perform these duties as an attorney at law for the purpose of facilitating the rendering of legal advice to City by its counsel. LOTS’s communications, work product, and the final report(s) will be protected from disclosure pursuant to the attorney-client privilege, unless waived by the City.
Independence. As an independent contractor, LOTS has the right to determine the means, manner, and findings related to any investigation assigned. The City agrees to allow LOTS full discretion to undertake the investigations and otherwise make findings without influencing or interfering with the outcome. The City understands and acknowledges that LOTS will exercise its independent judgement to make whatever findings it deems are warranted based on the evidence developed in the investigations, and that this Agreement is not dependent on LOTS making, or failing to make, any credibility determination, finding of fact, or conclusion.
Todd Simonson
1 Blackfield Drive #262
Tiburon, CA 94920
(415) 342-3610
[email protected]
Michael Webb, Esq.
September 25, 2024
Fees and Charges. We are providing the City with substantially discounted public sector rates.
The hourly rates are $390 for Todd Simonson; between $300 and $360 for attorney writer/editors; and between $150 and $250 for non-attorney writer/editors. Any travel time will be billed at half of the hourly rates. After consultation with relevant City representative(s), either Mr. Simonson or Mr. Chiari will conduct the investigations, including all witness interviews and document/evidence review, and be responsible for communicating with the client. Mr. Simonson will review and approve all work product before it is sent to the City.
Non-attorney writer/editors may assist with summarizing witness interviews and drafting the investigative report(s) at the direction of Mr. Simonson or Mr. Chiari.
In addition to fees, our invoices include our actual costs for disbursements, mileage reimbursements, and/or charges for third parties – including, but not limited to, rough transcriptions of witness interviews (collectively "charges"). To the extent we pay any thirdparty charges, we will include these charges in our statements to you. Invoices are submitted monthly and are due and payable upon receipt. We request that the City notify us promptly in writing if it disputes any entry for legal services or charges on any invoice.
PLEASE NOTE THAT, AS A SMALL BUSINESS, LOTS DEPENDS ON PROMPT PAYMENT OF ALL INVOICES. LOTS reserves the right to take the following actions to ensure payment if any invoice is not paid within forty-five (45) days from the date on an invoice: (1) pause work on a matter until the invoice(s) are paid in full; and (2) require a fee deposit to continue work on this matter.
Unless we otherwise expressly agree in writing, any estimates we may provide from time to time and any fee deposits or advances against costs we may require are not a limitation on our fees and other charges. In addition, if as a result of our engagement we are required to produce documents or appear as witnesses in connection with any governmental or regulatory examination, audit, investigation, or other proceeding or any litigation, arbitration, mediation, or dispute involving the City or related persons, the City is responsible for costs and expenses reasonably incurred by us including professional and staff time at then-scheduled hourly rates and reasonable attorneys’ fees and costs that we may incur. In the event that the City should terminate our services, request that it be given its files or that they be transferred to some other firm, the City agrees that we may retain a copy of those files.
Consultation With Counsel. We may have occasion to seek legal advice about our own rights and responsibilities regarding our engagement by the City. We may seek such advice from outside attorneys at our own expense. You agree that any such communications and advice are protected by our own attorney-client privilege and neither the fact of any communication nor their substance is subject to disclosure to you. To the extent that we are addressing our own rights and responsibilities, a conflict of interest might be deemed to exist between us and the City, particularly if a dispute should arise between us. The City hereby consents to such consultation occurring and waives any claim of conflict of interest based on such consultation or resulting communications that would otherwise disqualify us from continuing to represent the City or from acting in our own behalf, even if doing so might be deemed adverse to the interests of the City.
Michael Webb, Esq.
September 25, 2024
Our Document Retention. It is our policy and practice to purge our files two (2) years after the file is first closed unless the client requests a shorter or longer retention period in writing. Files are generally closed once the final, signed investigative report(s) and related exhibits are delivered to the client.
Indemnification. The City agrees to defend, indemnify and hold harmless LOTS, its employees and agents, from and against all claims, suits or causes of action arising out of any complaint brought against the City during or as a result of the Engagement described above, or as LOTS may undertake on behalf of the City pursuant to this Agreement. The City will also provide legal representation for LOTS and any of its employees and agents at the City’s expense through its legal counsel, or at the LOTS’s option, will provide reimbursement for legal counsel chosen by LOTS, if during any litigation relating to the Engagement, LOTS or any of its employees or agents providing services under this contract are sued, deposed, or otherwise required to provide information or testimony concerning services under this contract. The City will indemnify and hold harmless LOTS, its employees and agents, with respect to any judgment entered against it and/or with respect to any settlement of any third-party claims related to the services rendered under this Agreement. This right of indemnifications shall not extend to any loss, liability, damage or expense resulting from the LOTS’s negligence or other actual misconduct; in any such case, LOTS shall indemnify and hold City harmless with respect to any resultant third-party claims. In accordance with California Rule of Professional Conduct 3-400, this provision is not intended to apply to any potential professional malpractice action brought by the City against LOTS.
Arbitration. Any dispute between us concerning our fees or charges shall, if the City so elects, be submitted to arbitration under rules of the California State Bar and shall be binding if (i) each of us so agrees after any such dispute arises, or (ii) such arbitration becomes binding under such rules. Any dispute between us concerning our fees or charges not so submitted to binding arbitration under the rules of the California State Bar or that remains unresolved after nonbinding arbitration under such rules and any other dispute between or among the City and LOTS or any of our attorneys and agents, including but not limited to claims of malpractice, errors or omissions, or any other claim of any kind regardless of the facts or the legal theories, shall be finally settled by mandatory binding arbitration in San Francisco, California, conducted in accordance with California Code of Civil Procedure §§ 1282 et seq., including, but not limited to, § 1283.05, with each party to bear its own costs and attorneys' fees and disbursements. Such arbitration shall be conducted before a single arbitrator, except in matters involving a dispute greater than five hundred thousand dollars, which shall be conducted before a three arbitrator panel with each side selecting one arbitrator and the two arbitrators selected by the parties choosing the third arbitrator. Judgment on a binding arbitration award may be entered in any court of competent jurisdiction. Arbitration has the potential to provide a timelier, more economic, and more confidential resolution of any dispute between us. There will likely be less discovery and a determination by an agreed-upon arbitrator or arbitrators rather than a judge or jury. We mutually acknowledge that, by this agreement to arbitrate, each of us irrevocably waives our rights to court or jury trial. The City has the right to consult separate legal counsel at any time as to any matter, including whether to enter into this engagement letter and consent to the foregoing agreement to arbitrate. The City agrees that this agreement will be governed by the laws of California without regard to its conflict rules. Subject in all cases to the arbitration Michael Webb, Esq.
September 25, 2024
provisions herein provided, the City agrees that the court’s exclusive jurisdiction and exclusive venue for any dispute between us shall lie solely with the California Superior Court for the county in which our office identified on our letterhead above is located and the corresponding federal court. Subject to the arbitration provisions, the City consents to service of process pursuant to the applicable California state statutes and federal rules.
If the foregoing is an acceptable basis for our engagement, please have the appropriate City representative sign a copy of this letter on the City’s behalf and return the executed copy to me by email. If you have any questions or concerns, please call. You have the right to seek the advice of independent counsel of your choice before signing this letter and to be given a reasonable opportunity to seek that advice.
Once again, thank you for selecting us to assist the City.
Sincerely,
Todd Simonson
LAW OFFICE OF TODD SIMONSON, PC
Enclosure
Michael Webb, Esq.
September 25, 2024
The undersigned has read and understands this engagement letter and agrees that it correctly sets forth the terms upon which Law Office of Todd Simonson, PC has been engaged by the undersigned City in connection with the services described herein.
City of Redondo Beach
Name:
Title: