CONTRACT 6560 Professional Services AgreementAgreement No. 6560
Agreement No. _[City Clerk assigns]_
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
MINTZ,LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
(MINTZ)
This AGREEMENT is made and entered into this 30 day of NOVEMBER, 2022, by
and between the CITY OF EL SEGUNDO, a municipal corporation and general law city
("CITY") and MINTZ,LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. (MINTZ), A
PROFESSIONAL CORPORATION ("CONSULTANT"). The parties agree as follows:
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed
in the SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not
to exceed FIFTEEN THOUSAND dollars ($15,000.00) for CONSULTANT's
services. CITY may modify this amount as set forth below. Unless
otherwise specified by written amendment to this Agreement, CITY will pay
this sum as specified in the attached Exhibit "A," which is incorporated by
reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A," which
is incorporated by reference.
B. CONSULTANT will, in a professional manner, furnish all of the labor,
technical, administrative, professional and other personnel, all supplies and
materials, equipment, printing, vehicles, transportation, office space and
facilities, and all tests, testing and analyses, calculation, and all other means
whatsoever, except as herein otherwise expressly specified to be furnished
by CITY, necessary or proper to perform and complete the work and provide
the professional services required of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at
the time of performance utilized by persons engaged in providing similar services. CITY
will continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of
any deficiencies and CONSULTANT will have fifteen (15) days after such notification to
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cure any shortcomings to CITY's satisfaction. Costs associated with curing the
deficiencies will be borne by CONSULTANT.
4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY which lists the hours worked and
hourly rates for each personnel category and reimbursable costs (all as set forth in Exhibit
"A") the tasks performed, the percentage of the task completed during the billing period,
the cumulative percentage completed for each task, the total cost of that work during the
preceding billing month and a cumulative cash flow curve showing projected and actual
expenditures versus time to date.
5. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not appropriated
sufficient funds for payment of CONSULTANT services beyond the current fiscal year,
this Agreement will cover only those costs incurred up to the conclusion of the current
fiscal year.
6. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
Carefully investigated and considered the scope of services to be
performed;
Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
Bw If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully
acquainted with the conditions there existing, before commencing the
services hereunder. Should CONSULTANT discover any latent or unknown
conditions that may materially affect the performance of the services,
CONSULTANT will immediately inform CITY of such fact and will not
proceed except at CONSULTANT's own risk until written instructions are
received from CITY.
7. TERM. The term of this Agreement will be from NOVEMBER 30, 2022, to
NOVEMBER 30, 2023, Unless otherwise determined by written amendment between the
parties, this Agreement will terminate in the following instances:
A. Completion of the work specified in Exhibit "A";
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B. Termination as stated in Section 15.
8. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
CONSULTANT furnishes proof of insurance as required under
Section 22 of this Agreement; and
CITY gives CONSULTANT a written notice to proceed..
B. Should CONSULTANT begin work on any phase in advance of receiving
written authorization to proceed, any such professional services are at
CONSULTANT's own risk.
9. TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the
contracted services. If delay occurs, CONSULTANT must notify the Manager within forty-
eight (48) hours, in writing, of the cause and the extent of the delay and how such delay
interferes with the Agreement's schedule. The Manager will extend the completion time,
when appropriate, for the completion of the contracted services.
10.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits, except as to
conflicts of interest which shall be controlled by the Conditional Waiver of Future Conflicts
in Exhibit A; this Agreement supersedes any conflicting provisions. Any inconsistency
between the Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit: A: Scope of Work.
11. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum
and the contract time will be adjusted accordingly. All such changes must be authorized
in writing, executed by CONSULTANT and CITY. The cost or credit to CITY resulting
from changes in the services will be determined in accordance with written agreement
between the parties.
12.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
13. PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the term of this Agreement, all necessary permits, licenses, and
certificates that may be required in connection with the performance of services under
this Agreement.
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14. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any
rights CITY may have under this Agreement or of any cause of action arising from
CONSULTANT's performance. A waiver by CITY of any breach of any term, covenant,
or condition contained in this Agreement will not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant, or condition contained in
this Agreement, whether of the same or different character.
15.TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any
time with or without cause.
B. CONSULTANT may terminate this Agreement at any time with CITY's
mutual consent. Notice will be in writing at least thirty (30) days before the
effective termination date.
C, Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the
termination notice. Except as otherwise provided in the termination notice,
any additional work performed by CONSULTANT after receiving a
termination notice will be performed at CONSULTANT's own cost; CITY will
not be obligated to compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data,
studies, surveys, drawings, maps, reports and other materials prepared by
CONSULTANT will, at CITY's option, become CITY's property, and
CONSULTANT will receive just and equitable compensation for any work
satisfactorily completed up to the effective date of notice of termination, not
to exceed the total costs under Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may
procure on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this
Section.
16.OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps,
models, photographs and reports prepared by CONSULTANT under this Agreement are
CITY's property. CONSULTANT may retain copies of said documents and materials as
desired but will deliver all original materials to CITY upon CITY's written notice. CITY
agrees that use of CONSULTANT's completed work product, for purposes other than
identified in this Agreement, or use of incomplete work product, is at CITY's own risk.
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17. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art
work, prepared pursuant to this Agreement, will be released by CONSULTANT to any
other person or public CITY without CITY's prior written approval. All press releases,
including graphic display information to be published in newspapers or magazines, will
be approved and distributed solely by CITY, unless otherwise provided by written
agreement between the parties.
18. CITY and CONSULTANT agree that CONSULTANT has professional liability and
other insurance in a commercially reasonable amount.
19.
20.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without
CITY's written approval are prohibited and will be null and void.
21.INDEPENDENT CONTRACTOR. CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and
the manner in which it is performed. CONSULTANT will be free to contract for similar
service to be performed for other employers while under contract with CITY.
CONSULTANT is not an agent or employee of CITY and is not entitled to participate in
any pension plan, insurance, bonus or similar benefits CITY provides for its employees.
Any provision in this Agreement that may appear to give CITY the right to direct
CONSULTANT as to the details of doing the work or to exercise a measure of control
over the work means that CONSULTANT will follow the direction of the CITY as to end
results of the work only.
22.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free
access at all reasonable times to such records, and the right to examine and audit the
same and to make transcript therefrom, and to inspect all program data, documents,
proceedings and activities. CONSULTANT will retain such financial and program service
records for at least three (3) years after termination or final payment under this
Agreement.
23.INSURANCE.
A. Before commencing performance under this Agreement, and at all other
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times this Agreement is effective, CONSULTANT will procure and maintain
the following types of insurance with coverage limits complying, at a
minimum, with the limits set forth below:
he of Insurance Limits
Commercial general liability: $2,000,000
Professional Liability $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements
of the most recent ISO-CGL Form. The amount of insurance set forth above
will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will
be endorsed to afford CITY, its officials, and employees as "additional
insureds" under blanket additional insured endorsement and said insurance
coverage shall be provided on a primary and non-contributory basis such
that any other insurance that may be carried by CITY will be excess thereto.
Such insurance will be on an `occurrence," not a "claims made," basis and
will not be cancelable or subject to reduction except upon thirty (30) days
prior written notice to CITY.
C. Professional liability coverage will be on a "claims made" basis. When
coverage is provided on a "claims made basis," CONSULTANT will continue
to renew the insurance for a period of three (3) years after this Agreement
expires or is terminated. Such insurance will have the same coverage and
limits as the policy that was in effect during the term of this Agreement and
will cover CONSULTANT for all claims made by CITY arising out of any
errors or omissions of CONSULTANT, or its officers, employees or agents
during the time this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form
CA 00 01 06 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of
Insurance evidencing maintenance of the insurance required under this
Agreement and such other evidence of insurance or copies of policies as
may be reasonably required by CITY from time to time. Insurance must be
placed with insurers with a current A.M. Best Company Rating equivalent
to at least a Rating of "A:VII."
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F. Should CONSULTANT, for any reason, fail to obtain and maintain the
insurance required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from
payments due to CONSULTANT under this Agreement or terminate
pursuant to Section 155.
24.USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such
approval must approve of the proposed consultant and the terms of compensation.
25.INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative
description of progress during the past month for each major task, a description of the
work remaining and a description of the work to be done before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT:
MINTZ,LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C. (MINTZ)
555 12th Street NW, Suite 1100,
Washington, DC 20004
Attention: Russel Fox
Phone: (202) 434-7483
Email: Rfox@mintz.com
If to CITY:
City of El Segundo
350 Main Street
El Segundo, CA
Attention: Hank Lu
Phone: 310-524-2332
Email: HLU@ELSEGUNDO.ORG
Any such written communications by mail will be
received by the addressee upon deposit thereof
prepaid and properly addressed as noted above.
deemed given at the time of actual delivery. Cha
addresses of persons to whom notices are to be
prescribed in this paragraph.
conclusively deemed to have been
in the United States Mail, postage
In all other instances, notices will be
nges may be made in the names or
given by giving notice in the manner
27.CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including, without limitation, CITY's conflict of interest regulations.
28.SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to
solicit or secure this Agreement. Further, CONSULTANT warrants that it has not paid
nor has it agreed to pay any company or person, other than CONSULTANT's bona fide
employee, any fee, commission, percentage, brokerage fee, gift or other consideration
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contingent upon or resulting from the award or making of this Agreement. Should
CONSULTANT breach or violate this warranty, CITY may rescind this Agreement without
liability.
29.THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of
any other party. There will be no incidental or other beneficiaries of any of
CONSULTANT's or CITY's obligations under this Agreement.
30.INTERPRETATION. This Agreement was drafted in and will be construed in
accordance with the laws of the State of California, and exclusive venue for any action
involving this agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Exhibit(s), sets forth the entire
understanding of the parties. There are no other understandings, terms or other
agreements expressed or implied, oral or written. This Agreement will bind and inure to
the benefit of the parties to this Agreement and any subsequent successors and assigns.
33. RULES OF CONSTRUCTION. Each Party had the opportunity to independently
review this Agreement with legal counsel. Accordingly, this Agreement will be construed
simply, as a whole, and in accordance with its fair meaning; it will not be interpreted strictly
for or against either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to
the extent necessary in the opinion of the court to render such portion enforceable and,
as so modified, such portion and the balance of this Agreement will continue in full force
and effect.
35.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this
Agreement and to engage in the actions described herein. This Agreement may be
modified by written amendment.
36.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered
into in connection with this Agreement will be considered signed when the signature of a
party is delivered by electronic (pdf) or facsimile transmission. Such electronic or
facsimile signature will be treated in all respects as having the same effect as an original
signature.
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37.CAPTIONS. The captions of the paragraphs of this Agreement are for convenience
of reference only and will not affect the interpretation of this Agreement.
38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement.
39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire,
flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
40.STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness
and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT
represents that its financial resources, surety and insurance experience, service
experience, completion ability, personnel, current workload, experience in dealing with
private consultants, and experience in dealing with public agencies all suggest that
CONSULTANT is capable of performing the proposed contract and has a demonstrated
capacity to deal fairly and effectively with and to satisfy a public CITY.
[Signatures on next page]
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Agreement No. 6560
Agreement No. _[City Clerk assigns]_
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day
and year first hereinabove written.
CITY OF EL SEGNDO MINTZ,LEVIN, COHN, FERRIS,
/-1111 GLOVSKY AND POPEO, P.C. (MINTZ)
Joseph illlo,
t-t . Kok - IML�ber
Chief Financial Officer-JSSLCt
It 13" 12.ozZ
ATTEST�
for
Trao Seaver,
City Clerk
F.7 AS TO E,�R :
Mark D. ensley,
City Attorney
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EXAgrRement No. 6560
555 12th Street, NW
Suite 1100
Washington, DC 20004
202 434 7300
mintz_com
MINTZ
November l I. 2022
Via E-Mail to nrhensleVGrensleylawgroup.com
Mark D. Hensley
City Attorney
City ,of El Segundo
Hensley Law Group
2600 W. Olive Avenue, Suite 500
Burbank, CA 91505
Re: �l%r1 a �erner�t eaf Mil t , Levin ofin. 1 crris. glovskv and Pcw tct'w�, P.f'�.
Dear Mark:
We are pleased to re -welcome you as a Mintz client and we look forward to a collaborative
attorney -client relationship based on timely and transparent communication. Our goal is to
become your trusted advisor, providing outstanding value by focusing creatively on legal and
business issues critical to you. Mintz is driven by a singular focus on excellence. We recognize
that our success as a law firm ultimately depends on client satisfaction.
I will be your principal contact, working with other Mintz lawyers and professionals to
provide efficient and com-ella°'xcdve services. My direct dial is (202) 434-7483 and my email is
rtox, rttintz�.cont, l f for ally reason you would like to contact our Managing Member, Bob Bodian,
please call hire, at (212) 692-6726 or email Bob at R1 ( cliart!ii,rllrtutz coiii. Bob enjoys the
opporlunity to coin III till lcate Nvith Mintz clients,
This Engagement Letter, and the enclosed Billing and Expense Policy (together.
"Engagement Documents"), identify the scope of services Mintz has agreed to provide. The
Engagement Documents state applicable terms and conditions for this Engagement and for any
future representation of you in any other matters. Please read the documents carefully and contact
me regarding any questions you may have. The terms and conditions of the Engagement
Documents will apply to our Engagement when we commence providing services to you. Please
countersign and return to me a copy of this Engagement Letter.
Scope of the Alhit , Ea g renrerrt. Mintz has agreed to assist the City of El Segundo apply
for renewal of the license issued by the Federal Communications Commission ("FCC") for station
WPKV333 (the "Engagement") and other FCC licensing matters. Mintz also is available to
represent you in other matters with a full range of services, conditioned on conflicts clearance and
mutual agreement regarding the scope of representation.
BOSTON LONDON LEX.3 ANQ:'.aIF'r.l....l:iii'.;:3 N1 iW YC:PIRK vrAN IDIriiGO .':AN If"FaAIINCOuuCO WASHINGTON
IMIINT"Z- iLEVIN, C OHN, f�E.RRIS, C, I..OVSKY F,.IVG7 POPE.0 PC
Agreement No. 6560
MINTZ
November 11, 2022
Page 2
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Representation of a client entity by Mintz does not include representation of; or any duties
owed to, constituents of the entity. This exclusion of constituents includes directors (acting in
their individual capacity and not in their capacity as members of the entity's board as out -
representation relates to board level duties and liabilities only), officers, shareholders, employees,
partners and limited partners, members; managers, parent entities, or wholly or partly owned
subsidiaries or affiliates. Mintz will not regard any of the foregoing constituents as a client,
whether for purposes of assessing conflicts of interest or otherwise, unless there is a fully -executed
engagement letter providing expressly for such representation.
ISO Certificatimi. Data u�`c»cly-it, and "f,,m 1denfi(Lfi_t - Mintz takes seriously its obligation
to protect client information. Mintz has achieved, and continues to maintain through periodic
audits; data security certification pursuant to ISO 27001 standards. We also provide annual Data
Security awareness training to all Mintz employees. We would be happy to discuss data security
matters with you. If you believe that special precautions are required regarding how particular
information is stored, communicated or transmitted (e.g., encryption); please let us know. Absent
a different agreement, in addition to live consultation we will use a combination of electronic
communication methods (including email) and US mail in our written communications with you.
,lirhe$Mintz has a continuing commitment to diversity and inclusion. We strive to
integrate a full spectrurn of viewpoints into everything we do. We recognize that a broad range of
perspectives produces the best solutions for our clients, as well as a positive and productive work
environment. We promote an inclusive community and our goal is to staff diverse client teams
benefrtting from the contributions of people from all backgrounds.
L.ypo sibilifiey. Mintz will keep you informed of developments with timely and proactive
communication and respond to your inquiries. Please let us know your preference regarding how
we communicate with you and what type and frequency of reporting and progress updates will be
most helpful to you. Mintz will protect confidential information as required by applicable Rules
of Professional Conduct (and you acknowledge that this confidentiality obligation prevents Mintz
from sharing with you information acquired in other client representations even though such
information may be of interest to you). Your cooperation is essential to effective representation
and we must receive from you all information and docurnents known to you relating to the subject
matter of our Engagement, including the narnes of all persons potentially involved in the
Engagement to enable Mintz to identify and clear conflicts. It also is important for you to update
that information if you becorne aware of any other persons or entities that are or may become
involved in this Engagement. We also need you to attend and participate in meetings and other
activities necessary to carry out the Engagement. It also is important to keep Mintz updated
regarding your contact information, including postal and ernail addresses and telephone numbers.
Also, please review our bills promptly when received and contact us with any questions or
If you have your own engagement letter, billing guidelines or outside counsel guidelines regarding the identity of
the client, conflicts of interest or any other subject matter; the Mintz Engagement Documents will control unless Mintz
specifically agrees otherwise, in writing.
Agreement No. 6560
MINTZ
November 11. 2022
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concerns you may have regarding our bills and the narrative information provided in our bills
describing our activities.
Inrsullance C"trrAbsent a written engagement letter containing contrary terms, you,
and not Mintz, must determine whether insurance coverage is available for matters relating to the
Mintz Engagement. Also, you, and not Mintz, will have sole responsibility to provide notice to
insurers regarding any insurance coverage for matters relating to the Mintz Engagement.
Itt Oiwied ('onw`ent to C" nditic°onal l^l divers , 'Certain Future Conflicts of Interew. In the
future, you likely will be involved with issues, transactions and disputes concerning matters
regarding, among others, your competitors, suppliers of goods or services, investors, customers;
business acquirers or sellers, financial advisors, investment bankers, lenders, or other agents or
advisors (and otherwise), whether operating with you in the same or different industries. Your
counterparties involved in such matters also may be Mintz clients. Your interests, the interests of
our other clients involved with you, and the firm's interests, highlight the importance of identifying
at this time the limited circumstances in which you agree that Mintz will be able in the future to
represent otherclients having legal interests adverseto your interests. Accordingly, as a reasonable
condition of"representation. yourcurrent inforrmed consent and waiver of future conflicts of interest
described in the following paragraphs is necessary. Your consent and waivers are applicable,
however, only if the four waiver conditions stated below are met, including our obligation to give
notice of an adverse representation.
Con itioutil Tfaiver " utui-e Con let . Subject to our coin pliance with the four
conditions stated below protecting your confidential information and preserving the undivided.
loyalty to you of the Mintz professionals providing you with services, you consent to Mintz
representation of current and l'uture Mintz clients in matters adverse to you in the following limited
circumstances. For matters \vItere you have not risked us for representation, Mintz may represent
clients adverse to you so long as: (1) Mintz has not received from you confidential information
directly relevant to an adverse matter; (2) Mintz has not represented you in a matter substantially
related to a matter adverse to you; (3) Mintz professionals substantially involved in representing
you are not involved in a representation adverse to you; and (4) 'V1 jiltz notifies y'tru of any adverse:
representation as soon as allowed under applicable Rules of Professional Conduct. l ollooJng this
disclosure, and your rrpprrrtuni'ty to consult with other counsel.. we understand that you have
concluded that a Mintz representation adverse to \ou in the cir°cumStall ces set Edith above, will
not impair our relationship or adversely impact our work for you. it is our- rr' utual intent and
agreement that your current consent and waiver of actual conflicts arising in the 'future is and will
be effective despite our mutual inability to identify at this time any specific' future matter or specific
Mintz client involved. No further consent or waiver from you will be required in the fu'tur'e ifan
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MINTZ
November 1 1. 2022
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actual conflict arises in the limited circumstances in which the terms of this waiver of future
conflicts apply.''-/
We will notify you of any adverse representation as soon as permitted by applicable ethical
rules of professional conduct. if applicable rules do not pennit Mintz to provide you with such
notice prior to undertaking an adverse engagement you agree that we may commence that
representation and make disclosure to you thereafter once permitted to do so.
In addition, our representation of you is conditioned on your consent and waiver of
conflicts in any matter in which we represent you and the adverse party in that matter is a Mintz
client in unrelated matters. We will not proceed with any such representation if we conclude that
there is a substantial risk that our independent judgment on your behalf or our zealous
representation of you will be impaired or compromised by our relationship with the party adverse
to you in the matter. This waiver of future conflicts also is subject to strict compliance with the
conditions set forth in the preceding paragraphs and this waiver is effective despite our mutual
inability to identify at this time any specific future matter or specific Mintz client involved. See
n. 2.
if an actual conflict arises in the future and you object to a Mintz representation meeting
all of the terms and conditions of either of the foregoing waivers, Mintz may elect to withdraw
from representation of you if, following consultation with you, the objection is not withdrawn.
You agree that our withdrawal as counsel will resolve the conflict and your objection and,
following such withdrawal, you agree not to continue to object or seek disqualification of Mintz.
Fee liar wienf h . Third-.Fartles. If an insurer or any third party pays any portion of the
firm's bills, you will remain responsible for payment of all amounts billed by Mintz but not paid
by the insurer or the third party. Similarly, if you receive an award of legal fees, you remain
responsible for payment of Mintz fees billed even if the fees awarded to you are less than fees
billed to you.
Pra onot°ion al Materials. Mintz is proud to represent you and, with your permission, we
would like to identify you as a client by:
Including your name, logo, trademarks and service marks on the Mintz website
a Referring to you as a client in Mintz marketing materials
21 This consent and conflict waiver includes, without limitation; the following Ott "a;rt matte .: intellectual property
matters (including, without limitation, patent, trademark and copyright matters); contract and licensing; corporate
(including mergers and acquisitions); securities: tax: bankruptcy, reorganization, workouts and other similar matters:
real estate; environmental; consumer products; privacy and data security; employment: and regulatory matters: and,
again w illiout limitation, the following Wines ctL!1aa tM,- counseling and advice; negotiations; transactions of all types
and kinds, legislative or lobbying pn'oc edings: administrative proceedings; and dispute resolution, including
mediation, arbitration and litigation.
Agreement No. 6560
MINTZ
November 11. 2022
Page 5
MINTZ
Referring to the type of work we do for you in case studies. in experience bullets on
the Mintz website and in representation pitches for prospective clients (but without
disclosing your identity or disclosing your confidential infonnation)
If you would prefer that we limit reference to our work with you, or not reference you at all, please
cross out the bullets that you do not approve.
ertttattation t om- Engg ett ent". Our representation of you in any matter will terminate
upon completion of the substantive work we agreed to undertake for you. Our representation of
you will terminate once our work is completed in all matters, subject to renewal of representation
if we mutually agree to another engagement in the future, following conflicts clearance. Following
termination of representation in a matter, Mintz will have no obligation to provide advice regarding
work previously completed for you in that matter. If, after our attorney -client relationship has
ended, Mintz sends you information regarding a matter we believe may be of interest to you, doing
so will not revive a previously terminated attorney -client relationship with Mintz.
You have the right to terminate the firm's representation at any time, subject to the
continuing obligation to pay for services rendered prior to termination in accordance with our
Engagement Documents. Upon termination, all previously billed time charges will be due and
payable immediately, along with payment for time charges incurred but not yet billed (and any
other compensation due in accordance with our engagement agreement). Subject to applicable
ethical guidelines. should you decide to terminate our representation, Mintz reserves the right to
charge you. and you agree to pay, for all reasonable and necessary time charges and expenses
incurred in assisting you in making a transition to new counsel including, without limitation,
duplication of file materials and transfer of those materials to you or elsewhere at your written
direction.
Subject to applicable ethical rules and any other legal requirements, the firm reserves the
right to withdraw from and terminate representation of you upon reasonable notice, while
providing you with an opportunity to arrange for alternative counsel. You agree that fifteen (15)
days' written notice to you of our intent to withdraw is reasonable notice; and that we can withdraw
from representation upon expiration of that 15-day period. You consent to such withdrawal and
agree to cooperate with us in effecting such withdrawal promptly. Reasons for the firm's
withdrawal and termination of representation may include, without limitation, breach of any of the
terms of the Engagement Documents, such as failure to pay amounts due on a timely basis, failure
to communicate with us or to provide us with information necessary to represent you. Mintz also
may terminate our representation of you for any other reason permitted or required by applicable
Rules of Professional Conduct.
Bent" Files and Offs ?r ocum tttt. You may request in writing delivery of your client
file at any time. We anticipate that when our representation of you in a matter is complete you
will request return, and take possession of, documents and other materials in your client file for
that matterthat are of continuing importance to you, such as original contracts and other documents
Agreement No. 6560
MINTZ
November 1 1. 2022
Page 6
MINTZ
having intrinsic value. In the absence of a request from you for return of documents or a specific
written agreement or legal or ethical requirements to the contrary. Mintz reserves the right to retain
and then destroy, in a secure manner, documents and other materials in your client file in
accordance with the firm's then -effective Records Management Policy. That Policy currently
provides for a ten year retention period. Mintz does not consider records regarding non -substantive
communications, administrative or internal matters to be part of the client file. Such records are
and will remain our property exclusively and Mintz may destroy or otherwise dispose of those
records as we deem appropriate.
LI"/zzzrzk t°zrtt. We very much appreciate the opportunity to represent you and we look
forward to working with you on a collaborative basis resting on effective communication and
cooperation. You have expressed confidence in Mintz by retaining us, and we will strive to provide
you with outstanding service and value. Please call or email me to discuss any questions that you
may have regarding the Engagement Documents. Also, please do not hesitate to contact me at any
point throughout the Engagement as our work proceeds.
Ple.a,ve returtz an executed eopr of th1s letter to earr attent-ion. We will have no obligation
to commence work until we receive a countersignature on this letter, and any work that we
undertake for you will be subject to the terms and conditions in the Engagement Documents.
Very truly yours,
Russell H. Fox
Engagement Attorney
Mark D. Hensley, duly authorized
City of El Segundo, California
Enclosures (2): Duplicate Engagement letter to be signed and returned to Mintz•, and
Billing and Expense Policy
Agreement No. 6560
MINTILLI.NG AND EXPENSE POLICY
LICY
The principal factor in determining amounts billed are hourly rates in effect for attorneys
and other professionals when Mintz renders services. Periodically, those rates are adjusted upward
and the adjusted rates, which -veil] be shown in the detailed bills provided by Mintz, will apply to
all pending and future engagements. Hourly time charges are billed for all services provided to
you, including, 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, and other work
necessary for the engagement. Invoices will be the product of the hours worked multiplied by
hourly rates. If, however, Mintz plays a material role in obtaining a result with benefits to you
disproportionate to the time expended, Mintz may discuss with you and then bill a fee which
exceeds the firm's hourly charges to reflect more fairly the enhanced value of services provided
by Mintz.
Mintz hourly rates for attorneys and other members of the professional staff are based on
years of experience, specialization and level of professional attainment. Some aspects of the
engagement will require a higher degree of expertise. We assign and delegate responsibilities
based upon the degree of experience and expertise required to provide effective and efficient
services. Generally, 2022 hourly rates for Members of the firm range from $9104l ,760 per hour;
hourly rates for Associates range from $545-$995 per hour: hourly rates for Patent Agents and
other Technical Specialists and Advisors range from $260-$570 per hour; and hourly rates for
Paralegals range from $165-$495 per hour. The hourly rate of your supervising engagement
attorney is currently $940 per hour.
Please discuss with us freely any questions that you may have concerning fees charged in
any matter. Mintz wants clients to be satisfied with both the quality of our services and the
reasonableness of our fees. If we don't hear from you regarding any questions or issues regarding
an invoice within 30 days of an invoice date we will consider that the services and fees charged in
the invoice for those services are acceptable to you. See Exhibit B for wire transfer instructions.
In most circumstances. Mintz will render bills at least monthly and each invoice is due and
payable upon client receipt of that invoice. In the event that Mintz does not receive full payment
on an invoice within 30 days of the invoice date, payment on that invoice will be delinquent and
further services may be withheld at the discretion of Mintz until overdue bills are paid or resolved,
at which time the firm also may request security for payment of future bills and condition the
rendering of additional services upon receipt of that security and prompt payment going forward.
Any discount agreement will not apply to bills not paid timely as agreed. Mintz also will have the
option to terminate an engagement upon reasonable notice if you don't pay invoices promptly and
in accordance with the terms of the Engagement Documents. The Mintz Finance Department is
generally charged with overseeing the status of our receivables, and Business Office personnel
may contact clients directly about unpaid bills. Interest may 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 are rendered by
Agreement No. 6560
Mintz attorneys) as may be allowed by law. Should you ever- have any questions about an invoice
please contact your Mintz engagement attorney promptly to discuss those questions.
If Mintz is required to respond to a subpoena seeking production of Mintz records relating
to services that Mintz performed for you, or if Mintz is required to testify by deposition or
otherwise concerning such services, Mintz will consult with you as to whether you wish Mintz to
supply the information requested or assert the attorney -client privilege to the extent available under
applicable law. To the extent permitted under applicable ethical guidelines, you agree to pay the
firm for hourly time charges and expenses incurred in responding to such demands and in
providing advice, if Mintz is able to do so, regarding a response to such subpoenas without regard
to whether or not Mintz 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. LxLC �'rr
In addition to fees for attorney and other professional legal services, our invoices include
charges for expenses incurred and other services rendered. The items for which Mintz makes
separate charges necessary for your representation include, without limitation, travel -related
expenses (e.g., airfare and other transportation charges, mileage, lodging, etc.), secretarial
overtime (on weekdays before 9:00 a.m. and after 5:00 p.m., and at all times on weekends),
messenger and other delivery services, postage, food service, document preparation and binding.
Mintz does not charge for conference calls, printing, copying or scanning.
The charge for overtime secretarial service currently is forty-five dollars per hour. Charges
for non -legal staff services such as on -site document binding are priced to approximate the cost
that 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.
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.
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 may assist with retaining service providers as may be necessary for your
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 shal'I 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. In these cases, it is the firrn's
Agreement No. 6560
policy to require direct payment by the client or immediate 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 choose to advance those charges as a matter of convenience, you will be responsible for
reimbursing the firm promptly for that payment after being billed for or informed of the charges.
Agreement No. 6560
Exhibit A
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
Wire Transfer Instructions for Retainers
Bank Name:
Citizens
Bank Address:
1 Citizens Drive, Riverside, RI
ABA:
011500120
SWIFT Code:
CTZIUS33 (for international wires only)
Account Name:
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
Account Number:
1338506959
Reference:
Attorney name
Contact Address:
Attn: Linda Shea
Mintz
One Financial Center
Boston, MA 02111
617-348-4817
A-]
Agreement No. 6560
Exhibit B
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C.
Wire Transfer Instructions for Invoice Payments
Bank Name: Bank of America
Bank Address: 100 West 33rd St., NY, NY 10001
ABA: 026009593
SWIFT Code: BOFAUS3N (for international wires only)
Account Name: Mintz Firm Account
Account Number: 000058386095
Reference: Attorney name, client number, matter number
(For Automated Clearing House (ACH) transfers use ABA number 011000138)
Contact Address: Attn: Zeghcye Mekonnen
Mintz
One Financial Center
Boston, MA 02111
617-348-4823
Questions regarding your account may be directed to George Cotton, at (617) 542-6000,
ext. 504842. Our tax identification number is 04-2718459.