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March 18, 2025
Michael Webb
City Attorney
City of Redondo Beach
1901 Lisa Maloff Way, Suite 210
Redondo Beach, CA 96150
Office:
Email:
Re: Engagement letter for legal services
Dear Mr. Webb:
We are very pleased to have the opportunity to provide legal services as bond counsel to the City of Redondo Beach (“Client”). (The terms “you” and “yours” as used in this letter shall refer to the Client.) We expect that these services will be provided principally by attorneys resident in our Los Angeles office, although we may call upon attorneys in our other offices to provide advice or assistance on your matter if appropriate. This letter will serve to record our agreement of the terms and conditions of our representation only after completing a review of all conflicts and credit as acceptance of the engagement by Firm Management.
1. Client has asked us and we agree to represent Client with respect to bond issuances pursuant to Attachment B. The Client has appointed the City Attorney as its designee to receive our billings and other information with respect to this agreement and to give us instructions as to how we are to provide service to the Client under this agreement.
2. We understand that we are being retained only by the Client and any additional related entities specifically identified by the Client, including but not limited to, the Redondo Beach Public Financing Authority, the Redondo Beach Community Financing Authority and the Parking Authority of the City of Redondo Beach. We have performed our conflict check based upon the information you the Client provided to us. You agree that we are not bound to avoid conflicts with any other entities that you have not identified to us.
3. On matters covered by this agreement, we agree to provide such legal services as we determine are reasonably required to represent Client; to take reasonable steps to keep you informed of facts and developments concerning the subject matter of this engagement as they come to our attention; and to respond to your reasonable inquiries. The Firm’s lawyers have no obligation to share information, even information material to the representation, if that information
ATTORNEYS AT LAW
777 South Figueroa Street
34th Floor
Los Angeles, CA 90017
T 213.612.7800
Lolly A. Enriquez
D 213.612.7825
[email protected]
Admitted only in California, New York
Refer To File # -
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was learned while representing other clients and is confidential to those other clients. You agree to cooperate with us, to keep us informed of developments, to abide by this agreement and to pay our statements for services in accordance with the provisions below.
4. Our fees for services provided to you pursuant to this agreement will be calculated and billed based upon hourly rates established for each attorney, paralegal and clerk rendering services on your matters, subject to any maximum fee or flat fee for specific services set out in Attachment B hereto or agreed between the parties in writing. Our statements for services will provide you with a description of the services performed, the date they were performed, the time devoted to your matters and the specific hourly rate of the attorney, paralegal or clerk that performed the services on your behalf.
5. The hourly rates of individuals who are currently expected to perform services with respect to the bond issue are set forth on Attachment A hereto and will generally be recorded and billed in one tenth hour increments. If other personnel are asked to perform services, you will be informed of their billing rates on the first statement following their initial service. We expect that the attorneys listed on Attachment A will render the bulk of the services. From time to time, our rate structure in general, or the rates of particular attorneys, paralegals or clerks, may be increased. If so, you will be advised of the new rates. The new rates shall apply to all work performed after you have been advised of the new rates but the total compensation shall not exceed the flat fee amount in Attachment B.
6. We will ordinarily incur various costs and expenses or will provide certain in-house services while performing legal services. You agree to pay for these items in addition to our fees for legal services. The costs and expenses and in-house services may include, but will not necessarily be limited to, filing fees fixed by law or assessed by courts or other agencies; court reporters’ fees; witness fees; experts’ fees; consultants’ fees; process server fees; investigation expenses; out of town travel expenses; electronic discovery data hosting charges, long distance telephone charges; messenger and private courier delivery charges; photocopying and other reproduction services; computerized research charges; and similar items subject to the specific limit of costs and expenses of $1,500 as outlined in Attachment B.
In accordance with our Firm policies we currently charge $1 per page for outgoing faxes, 10 cents per page for black white reprographic and printing services and 35 cents per page for color reprographic and printing services. External costs and expenses are charged at our cost, including computerized research and electronic evidence data processing. Where the Firm maintains a fixed subscription contract with a vendor for computerized research, you will be charged for the actual cost incurred by the Firm during the given month which often results in substantial discounts of the vendor’s regular rates. We will not charge you for word processing, overtime expenses associated with administrative or secretarial personnel, telephone calls within the United States and similar items unless these items are unusually large in amount and we obtain your agreement in advance. We will not add a “handling” charge for costs and expenses incurred on your behalf.
7. We are not required to advance payment for any external expenses. If for any reason we advance a payment for external expenses, Nossaman shall be paid pursuant to the provisions in Attachment B.
8. Our files for work prepared pursuant to this agreement are your property. We will release our files for work performed pursuant to this agreement to you or to anyone else you
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designate upon your written request delivered to the attorney in charge of this matter. However, you agree that we may, in our sole discretion, copy all or any portion of the file and charge the copying costs to you, and that we may have a reasonable period of time before releasing the documents to you or anyone else you designate in order to copy all or any portion of the files you have directed us to surrender. We will, from time to time, send portions of your files that are not currently needed to an off-site storage facility. The cost of this facility will be our sole expense.
However, we are not the guarantor of the security of any off-site storage facility. Accordingly, you agree that the Firm will not be responsible for any damages which may occur as a result of the loss of any of your files which we store at an off-site storage facility. You also agree that we may, after the passage of five years without our having performed any work for you pursuant to this engagement for services, destroy your files unless you provide us with written instruction to forward the files to you or to another person you designate.
9. You agree to keep us informed of any change in your address, telephone numbers, or electronic mail address so that we may effectively communicate with you. We will also advise you promptly of any change in the Firm’s business address, electronic mail address or telephone or facsimile numbers. You agree that we may communicate with you via electronic mail or wireless telephone even though these media may be less secure than alternative means of communication.
10. To aid in your matters, it may become necessary to hire experts, consultants or investigators. Such persons will be employed by us on your behalf, not by you, so as to protect any privileged work; but we will not hire such persons unless you approve and also agree to pay their fees and charges. The responsibility to pay for their services is solely yours.
11. Except if our fees and expenses are payable contingent upon, and from the proceeds of, any bond or other debt financing, we will send you monthly statements for fees and costs incurred. Payment is due within 30 days of the date of invoice. If not paid within the 30 days, interest shall accrue at the rate of 12% per annum from said due date. You agree to read your statements carefully and promptly notify the Firm of any error.
12. You may discharge us as your attorneys at any time. We may withdraw as your attorneys with or without your consent, as long as permitted by law. Some of the reasons that may cause us to withdraw include but are not limited to the following: your breach of this agreement; your failure to pay our bills on time; your refusal to cooperate with us; your refusal to follow our advice on a material matter; the development of irreconcilable disagreement between you and us as to the conduct of the engagement; or any other fact or circumstance that would render our continuing representation contrary to your interests, or to law, or to the rules of professional conduct. Failure to withdraw as your attorneys on any one occasion shall not be a waiver of our right to do so if such other occasions arise.
If you discharge us, or if we elect to withdraw, you agree to secure forthwith other counsel of your own selection to represent you and, if we are your attorneys of record in any litigation, to cooperate fully in substituting such new counsel as your attorneys of record in the litigation.
13. Nothing in this agreement and nothing in our statements to you should be construed as a guarantee or promise about the outcome of your matter or any phase thereof. Comments about the course or outcome of your matter or any phase thereof which we may make from time to time are expressions of opinion only. You acknowledge that the amount of legal fees and costs which may be incurred on your behalf pursuant to this agreement is not capable of precise
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prediction; and you acknowledge that we have made no guarantees or promises and that you have set no limits with regard to the cost of services we provide you.
14. Except for a claim for Client’s failure to pay fees for professional services and/or expenses, if any dispute arises out of, or relates to, a claimed breach of this agreement, the professional services rendered by attorneys, or any other disagreement of any nature, type or description regardless of the facts or legal theories which may be involved, such dispute shall be resolved by binding arbitration before the Los Angeles Office of JAMS (or similar alternative dispute resolution firm should JAMS cease to operate), by a single arbitrator. Discovery shall be permitted pursuant to the provisions of Code of Civil Procedure section 1283.05. Each side shall bear his/her own costs and attorneys’ fees.
15. Any dispute as to the Client’s failure to pay fees for professional services and/or expenses shall, subject to the provisions of Business and Professions Code sections 6200 et seq., be resolved in the appropriate Superior Court of the State of California. The party prevailing in an action regarding a dispute as to the client’s failure to pay fees for professional services and/or expenses shall be entitled to recover from the other party the prevailing party’s actual attorneys’ fees and costs incurred, including expert witness fees, witness fees, and associated expenses, whether or not the action proceeds to judgment. For the purposes of enforcing this agreement, and as otherwise required by law, you agree that this agreement may be disclosed to a court or arbitrator.
16. This agreement is made under and shall be construed in accordance with the substantive laws of the State of California without reference to its choice of law rules.
17. We carry professional liability insurance which would cover the services we will be providing to you under the terms of this agreement. That insurance is subject to a significant selfinsured retention. Nossaman shall comply with Client’s insurance requirements as provided in Attachment C.
18. No official or employee of Client shall be personally liable for any default or liability under this Agreement.
19. Nossaman shall indemnify, defend, and hold harmless Client, including but not limited to, its officials, officers, employees, agents, contractors, and volunteers against any or all loss, damages, liability, claims, suits, costs, expenses, and judgments, whatsoever, including reasonable attorney’s fees, to the extent caused by the negligent or willful acts, errors or omissions of Nossaman or Nossaman’s officers, agents, employees, or subcontractors, in the performance of services, activities or work conducted pursuant to this Agreement, excepting claims of professional negligence or malpractice.
20. This agreement will take effect when you sign this agreement and return it to us; but its effect will be retroactive to the date we first performed services on your behalf. Client agrees that its performance under this agreement and its payment of the fees and costs required hereunder shall be in Los Angeles, California.
21. This agreement constitutes a single, integrated written contract expressing the entire agreement of the Client and our Firm. There is no other agreement, written or oral, express or implied, between the parties with respect to the subject matter of this agreement. This
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agreement may be modified only in a writing signed by all the parties. This agreement shall be construed by giving effect to the plain meaning of its terms.
We are very proud of our client relationships, and occasionally identify clients to others who ask about our client base, or in institutional materials. Unless you object in writing, we assume that you agree that we may state that we represent you in such matters as we deem appropriate, although of course we would not publish or disseminate any confidential information.
Please understand that your engagement of the Firm will not become final until we advise you that we have cleared potential conflicts and a credit review of this engagement is approved by the Firm’s Management.
If these terms are acceptable to you, please sign in the space provided below on both this copy and the enclosed copy and return one copy of this agreement to us in the envelope enclosed for your convenience, and retain the other copy for your files.
We appreciate your confidence in our Firm and look forward to working with you.
Sincerely,
Lolly A. Enriquez
Nossaman LLP
AuthorTypistInitials
ACCEPTANCE
I have read and understand the foregoing terms and agree to them as of the date that Nossaman LLP first provided services to City of Redondo Beach Dated: CITY OF REDONDO BEACH
By:
Printed Name:
Title:
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ATTACHMENT A
SCHEDULE/EXPLANATION OF FEES
Billing Rates charged in one-tenth hour increments:
TIMEKEEPER HOURLY RATE
Attorneys
Partners:
Lolly Enriquez, Barney Allison $540.00
Associates:
Associates, Ariana Cernius and Josh Imeri-Garcia $450.00 Paralegals/Clerks:
If needed, hourly rates will be billed at $360.00 per hour.
DISBURSEMENTS
Fax per page $ 1.00
Black White Print/Copy per page $ 0.10
Color Print/Copy per page $ 0.35
Interest charged on payment past due .............. 12% Nossaman
Partner
Initials
Client’s Initials
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ATTACHMENT B – FEE FOR SPECIFIC SERVICES
$93,350,000 in General Obligation (GO) Bonds authorized by Measure FP during the November 5, 2024 election:
Services: Our services as bond counsel will include a review of the proceedings for the issuance and sale of bonds and the preparation of all resolutions, legal documents, closing documents (including all appropriate certificates and receipts), and other documents relating to the issuance and sale of the bonds. We will attend meetings as requested and assist staff with any reports or presentations in connection therewith. As bond counsel, we will also provide our approving legal opinion regarding the bonds at closing and all other services customarily provided by bond counsel. At the completion of the transaction, we will prepare the transcripts of the bond financing.
Fees: For our services in connection with the City of Redondo Beach’s General Obligation Bonds, our fee will be $65,000 per bond issuance, and is payable contingent upon the closing of the Bonds. Our fee may be paid from bond proceeds.
Out of Pocket Expenses: In addition to our fees (and not subject to the fee cap), we would be reimbursed for our actual out-of-pocket cost and expenses in an amount not to exceed $1,500.
Expected reimbursable out-of-pocket expenses may include postage, federal express charges, duplication and printing costs, reasonable travel expenses which are approved by Client prior to incurring, and transcript preparation and distribution. In no event shall meals or mileage be reimbursed.
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ATTACHMENT C – INSURANCE REQUIREMENTS
Without limiting Consultant’s indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.
Minimum Scope of Insurance
Coverage shall be at least as broad as:
Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto).
Workers’ Compensation insurance as required by the State of California.
Employer’s Liability Insurance.
Minimum Limits of Insurance
Consultant shall maintain limits no less than:
General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project.
Automobile Liability: $1,000,000 per accident for bodily injury and property damage.
Employer’s Liability: $1,000,000 per accident for bodily injury or disease.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City.
At the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or (2) the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.
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Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Endorsement:
General Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance, or as a separate owner’s policy.
Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers shall be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.
For any claims related to this project, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City.
Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.
Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.
The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant’s part.
Acceptability of Insurers
Insurance shall be placed with insurers with a current A.M. Best’s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.
Verification of Coverage
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Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City’s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements shall be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.
Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.